dukeb
2 months ago
Exactly one month ago today, during Rory's comments about the 2024 10-K
To avoid this awful outcome, we developed a unique strategy to utilize Reg A to structure our capitalize raise initiatives and avoid the predatory hedge-fund investors, allowing us to issue straight common shares, priced at-the-market, with no warrant coverage, and no investment banking fees. This financing vehicle, unique for publicly-traded companies, among other financing strategies, allowed us to pay-off all of our debt, redeem all of the previously issued preferred shares, completely restructure our balance sheet, padding it with cash, taking shareholder equity from almost $2 million negative in June 2023 to more than $16 million positive in December 2024, and giving us a cash runway, conservatively assuming zero revenue growth, well into 2028 and beyond.
So blare the trumpets for redeeming all the previously issue preferred shares and then 31 days later issue new preferred shares.
And the cash that was sufficient to cover needs for 3+ years isn't sufficient any longer. Sounds like someone granted himself a big bonus again!
jobynimble
2 months ago
8-K filing: https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000164117225006232/form8-k.htm
Item 1.01 Entry into a Material Definitive Agreement.
On April 22, 2025, Verb Technology Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”). Pursuant to the Securities Purchase Agreement, the Company and Investor agreed that the Company shall sell and the Investor agreed to purchase 5,000 shares of the Company’s newly designated Non-Convertible, Non-Voting Series D Preferred Stock (the “Shares”) for a total purchase price of $5,000,000 (the “Purchase Price”). The Shares have no voting rights and a face value of $1,200 per share. The sale of the Shares was consummated on April 22, 2025.
The Company intends to use the proceeds for general corporate purposes. The Securities Purchase Agreement contains customary representations and warranties from the Company, on the one hand, and the Purchaser, on the other.
The description of the Securities Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement attached as Exhibit 10.1 hereto. A summary of the rights and preferences of the Certificate of Designation of the Shares is disclosed below and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation attached as Exhibit 3.1 hereto.
Item 3.02. Unregistered Sales of Equity Securities.
The sale of the Series D Preferred Stock pursuant to the Securities Purchase Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder.
The information contained in Items 1.01 and 5.03 of this Current Report on Form 8-K regarding the sale of the Series D Preferred Stock, the Securities Purchase Agreement and the terms of the Series D Preferred Stock is hereby incorporated by reference into this Item 3.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 23, 2025, the Company filed a certificate of designation of preferences and rights (the “Certificate of Designation”) of Series D Non-Convertible Preferred Stock (the “Series D Preferred Stock”), with the Secretary of State of Nevada, designating 7500 shares of non-convertible preferred stock, par value $0.0001 of the Company, as Series D Preferred Stock. Each share of Series D Preferred Stock shall have a stated face value of $1,200.00 (“Stated Value”).
Each share of Series D Preferred Stock shall accrue a rate of return on the Stated Value at the rate of 9% per year, compounded annually to the extent not paid as set forth in the Certificate of Designation, and to be determined pro rata for any fractional year periods (the “Preferred Return”). The Preferred Return shall accrue on each share of Series D Preferred Stock from the date of its issuance, and shall be payable or otherwise settled as set forth in the Certificate of Designation.
The Preferred Return shall be payable on a quarterly basis, within five Business Days (as defined in the Certificate of Designation) of the end of each calendar quarter, either in cash or via the issuance to the applicable Series D Holder of an additional number of shares of Series D Stock equal to (i) the Preferred Return then accrued and unpaid, divided by (ii) the Stated Value, with the election as to payment in cash or via the issuance of additional shares of Series D Stock to be determined in the discretion of the Corporation. In the event that the Corporation elects to pay any Preferred Return via the issuance of shares of Series D Stock, no fractional shares of Series D Stock shall be issued, and the Corporation shall pay in cash the Preferred Return that would otherwise be payable via the issuance of a fractional share of Series D Stock.
Subject to the terms and conditions set forth in the Certificate of Designation, at any time the Corporation may elect, in the sole discretion of the Board, to redeem in whole or in part, the Series D Stock then issued and outstanding from all of the Series D Holders (a “Corporation Optional Redemption”) by paying to the applicable Series D Holders an amount in cash equal to the Series D Preferred Liquidation Amount then applicable to such shares of Series D Stock being redeemed in the Corporation Optional Redemption (the “Redemption Price”).
The Series D Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series D Preferred Stock or as otherwise required by applicable law.
This description of the Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation attached as Exhibit 3.1 hereto.
dukeb
2 months ago
Well, yes.
One should remember ask how Rory's prior breakthrough acquisitions went. He "integrated" them with VERB and then destroyed them. He ended up selling everything for a tiny fraction of what VERB paid for those acquisitions and a tiny percentage of what VERB paid to develop the SaaS platform.
Everything that Rory touches...dies.
BTW, Rory has been silent about the FDA's mandate for compounders to stop selling GLP1 drugs. While I'm sure the VERB owned web sites get no traffic and no sales, the flagship products touted on vanityprescribed and the what's-her-name "girl" site are compounded GLP1 drugs. Why won't Rory address this?
From the April 16, 2025 NY Times article on the subject:
Hundreds of thousands of Americans stand to soon lose their access to cheaper weight-loss drugs, with a federal crackdown on copycat versions threatening to disrupt treatment and raise costs.
The Food and Drug Administration has ordered producers and sellers of the less expensive products to wind down operations in the coming weeks now that it has declared there are no longer shortages of the blockbuster drugs Wegovy and Zepbound.
Produced through a process of mixing drug ingredients known as compounding, the copycat medications had spawned a booming multi-billion-dollar industry. Patients turned to compounding because their health insurance would not pay for the brand-name drugs and they could buy the compounded versions for less than $200 a month in some cases.
Eli Lilly and Novo Nordisk now offer the brand-name drugs for $500 a month in most cases to patients who pay with their own money instead of going through insurance. Until recently, patients sometimes had to pay over $1,300 a month.
The F.D.A. ordered compounding for versions of Eli Lilly’s Zepbound to end last month. Small compounders have until April 22 to stop making and selling versions of Novo Nordisk’s Wegovy; large compounders have until May 22.
It is not clear how the F.D.A. will enforce these deadlines. The Health and Human Services Department, which oversees the F.D.A., declined to answer questions for this article.
jobynimble
2 months ago
STOCK PURCHASE AGREEMENT
by and among
LYVECOM, INC.,
a Delaware corporation,
MAXWELL DRUT,
KRG ENTERTAINMENT LLC,
MATTHEW HOBBS,
LUKAS NORITZSCH,
TROY LESTER
and
VERB TECHNOLOGY COMPANY INC.
Dated as of April 11, 2025
Complete disclosure: https://www.sec.gov/Archives/edgar/data/1566610/000164117225005161/ex10-2.htm
jobynimble
2 months ago
Binding Term Sheet
by and among
LYVECOM, INC.,
a Delaware corporation,
MAXWELL DRUT,
KRG ENTERTAINMENT LLC,
MATTHEW HOBBS,
LUKAS NORITZCH,
TROY LESTER
and
VERB TECHNOLOGY COMPANY INC.
Dated as of February 28, 2025
https://www.sec.gov/Archives/edgar/data/1566610/000149315225008984/ex10-1.htm
Click link to read complete binding term sheet…
dukeb
2 months ago
Rory is such a clown. Below is a quote from today's 8-k where he pontificates about how difficult it is to attract an audience to a web site.
Yeah. Absolutely true. No one has heard of market.live. No one goes to the market.live web site. And yet Rory is an expert on the subject of attracting an audience?
He's either totally delusional or he is mentally ill.
Or perhaps both.
“Here’s why this deal matters and here’s why we believe it will generate meaningful shareholder value,” states Rory J. Cutaia, CEO of VERB – “Everyone chasing ecommerce today is trying to figure out how to drive an audience to their ecommerce sites – which as they all discover is very, very difficult. The technology we’ve integrated into our MARKET.live platform from this acquisition, and even more exciting tech integrations from this acquisition to come, allows the brands that engage and adopt our platform to stop trying to drive an audience to a single destination and instead meet their customers and potential customers wherever they already are, on whatever platform they are, enabling brands to provide an unmatched video shopping experience that enables them to better control their narrative and own their audience. And at the end of the day, “owning the audience” is what spells ecommerce success.”
jobynimble
2 months ago
8-K: https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000164117225005161/form8-k.htm
Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2025, Verb Technology Company, Inc. (the “Company”) entered into a Binding Term Sheet (the “Binding Term Sheet”) with Lyvecom, Inc. (“Lyvecom”) and the shareholders of Lyvecom (the “Lyvecom Shareholders”) to acquire all the outstanding capital stock of Lyvecom (the “Acquisition”). On April 11, 2025, the Company, Lyvecom and the Lyvecom Shareholders entered into a definitive Stock Purchase Agreement with respect to the Acquisition that incorporated the terms of the Binding Term Sheet (the “Purchase Agreement”). The Acquisition closed on April 11, 2025. The purchase price paid for the shares of capital stock of Lyvecom was $3,000,000 in cash, the repayment of $1,125,000 to certain investors in Lyvecom’s Simple Agreement for Future Equity (S.A.F.E.) instruments, the payment of $100,000 to a Lyvecom related party to satisfy an existing loan to Lyvecom, and the issuance of 184,812 restricted shares of the Company’s common stock (the “Restricted Shares”) having a value of $1,000,000 on the closing date based on a 30-day volume weighted average price of approximately $5.41 per share. The Restricted Shares are subject to a lock-up agreement and a leak-out agreement. The Purchase Agreement also provides for an earn-out payment to the Lyvecom Shareholders of up to an additional $3,000,000 in cash over a 24-month earn-out period based on Lyvecom’s achievement of various performance metrics.
Lyvecom is an AI-driven video commerce platform.
The Purchase Agreement contains customary representations, warranties and covenants of Lyvecom, the Lyvecom Shareholders and the Company. Subject to certain customary limitations, Lyvecom and the Lyvecom Shareholders have agreed to indemnify the Company and its officers and directors and the Company has agreed to indemnify the Lyvecom Shareholders against certain losses related to, among other things, breaches of their respective representations and warranties, and the breach and nonfulfillment of certain covenants or other agreements under the Purchase Agreement.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding Lyvecom, the Lyvecom Shareholders and the Company, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 2.01.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The Restricted Shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof. Accordingly, the Restricted Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Item 7.01. Regulation FD Disclosure.
On April 17, 2025, the Company issued a press release announcing the closing of the Acquisition, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The audited consolidated financial statements of Lyvecom, Inc., as of December 31, 2024 and December 31, 2023 and for the two year period ended December 31, 2024 will be filed with the SEC no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information
The pro forma financial information with respect to the Company’s acquisitions of Lyvecom will be filed with the SEC no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
Click above link for complete filing with attachments…
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Wayne R
1 month ago
TenKay
2 months ago
