jobynimble
3 days ago
8-K out…
REOFFER PROSPECTUS
VERB TECHNLOGY COMPANY, INC.
Up to 109,829 Shares of Common Stock
Issuable under certain grants under
Verb Technology Company, Inc. 2019 Stock and Incentive Compensation Plan
This reoffer prospectus relates to the public resale, from time to time, of an aggregate of 109,829 shares (the “Shares”) of our common stock, $0.0001 par value per share (the “Common Stock”) by certain security holders identified herein in the section entitled “Selling Securityholders”. Such shares may be acquired in connection with common stock underlying options issued under the Verb Technology Company, Inc. 2019 Stock and Incentive Compensation Plan. You should read this prospectus carefully before you invest in our Common Stock.
Such resales shall take place on Nasdaq, or such other stock market or exchange on which our Common Stock may be listed or quoted, in negotiated transactions or otherwise, at market prices prevailing at the time of the sale or at prices otherwise negotiated (see “Plan of Distribution” starting on page 6 of this prospectus). We will receive no part of the proceeds from sales made under this reoffer prospectus. The Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the registration and offering and not borne by the Selling Securityholders will be borne by us.
This reoffer prospectus has been prepared for the purposes of registering our shares of Common Stock under the Securities Act to allow for future sales by Selling Securityholders on a continuous or delayed basis to the public without restriction, provided that the amount of shares of Common Stock to be offered or resold under this Reoffer Prospectus by each Selling Securityholder or other person with whom he or she is acting in concert for the purpose of selling shares of Common Stock, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act. We have not entered into any underwriting arrangements in connection with the sale of the shares covered by this reoffer prospectus. The Selling Securityholders identified in this reoffer prospectus, or their pledgees, donees, transferees or other successors-in-interest, may offer the shares covered by this reoffer prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 4 of this reoffer prospectus. These are speculative securities.
Our Common Stock is quoted on the Nasdaq Capital Market under the symbol “VERB” and the last reported sale price of our Common Stock on December 27, 2024 was $6.60 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is December 30, 2024
Complete filing: https://www.sec.gov/Archives/edgar/data/1566610/000149315224052533/forms-8.htm
dukeb
2 weeks ago
Yes, The Titans fake boxing with each other and Rory's ridiculous outfits are the kind of entertainment that you typically see at a circus. Meltzer is a special kind of whack job.
How is that thing suppose to make money?
From the latest Q:
The Go Fund Yourself business unit generates revenue from cash fees we charge to issuers to appear on the show and for marketing, ad, and content creation and distribution services. For those issuers that sell products during each airing of the show through our platform, we charge a fee up to 25% of the gross sales revenue for all products sold.
The Q showed $ 25k of revenue from GFY. Cost of revenue to generate that $ 25k was $ 19k. They allocated $ 204k of G&A to that "reportable segment". That probably includes buying Rory's clown costumes. Throw in another $3k of depreciation and the GFY operation generated a $ 201k loss for the quarter.
Like all of Rory's previous stupid ideas GFY will fade away soon, never to be mentioned again.
ChuckBits
4 weeks ago
I have 5 accounts with Schwab; regular, IRA, Roth, Rollover, & wife's IRA. I hold "1 share" of VERB in one account. I bought 1 share in each of the 4 accounts with no VERB holdings. Cost was .04 each. After the RS I still had the 1 share, but pps was $6 'ish.
I sold as soon as I could thinking pps would crash. Sell pps was 6.60 ish in each account. Had I waited, coulda got more! Bottom line, my .1628 cents "investment" yielded $26.41
I'll check but haven't heard anything from Schwab or seen anything where they reversed anything?
dukeb
4 weeks ago
So the reverse split announcement about rounding up shares turned out to be a lie. Very on brand for Rory.
A post over on iHang included an email that indicated that VERB is retroactively changing the rules of the game and would be paying cash for any fractional share that was a result of the RS rather than rounding up to the next higher number of shares.
Regarding the 1-for-200 reverse stock split that became effective on 10/09/24, the following information is correct as it pertains to the shares of VERB held in your account.
The issuer has revised the processing instructions for the split. Initially, fractional shares were rounded up to the nearest whole share. Going forward, fractional shares will instead be paid out as cash in lieu. Our clearing firm will reprocess the event to reflect this update, which may result in one fewer share of VERB in your account.
TenKay speculated that VERB was rounding up shares to avoid running afoul of NASDAQ Capital Market's requirement that a listed company have at least 300 shareholders. Owners of less than 200 shares are now officially wiped out.
VERB seems unconcerned about the 300 shareholder rule (or perhaps they will be in compliance.)
After all, VERB has continuously ignored NASDAQ's rules about allowing shareholders to ask questions during the annual meeting.
And yet Rory shows up at a NASDAQ event in Las Vegas.
SMH.