Current Report Filing (8-k)
November 17 2021 - 05:07PM
Edgar (US Regulatory)
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2021-11-15 0001566610 VERB:CommonStockParValue0.0001Member
2021-11-15 2021-11-15 0001566610
VERB:CommonStockPurchaseWarrantsMember 2021-11-15 2021-11-15
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): |
|
November 15, 2021 |
|
Verb Technology Company, Inc. |
|
(Exact Name
of Registrant as Specified in Charter) |
|
Nevada |
|
001-38834 |
|
90-1118043 |
|
(State or
Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
782 S. Auto Mall Drive
American Fork,
Utah
|
|
84003 |
|
(Address of
Principal Executive Offices) |
|
(Zip
Code) |
|
Registrant’s
Telephone Number, Including Area Code: |
|
(855)
250-2300 |
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)) |
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. ☐
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 |
|
Item
2.02 |
Results of Operations
and Financial Condition. |
On November
15, 2021, Verb Technology Company, Inc. (the “Company”) issued a
press release announcing its financial results for the three months
ended September 30, 2021. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by
reference.
On November
15, 2021, the Company’s management hosted a stockholder conference
call regarding the Company’s Quarterly Report on Form 10-Q for its
third fiscal quarter. The full transcript of the conference call is
furnished as Exhibit 99.2 hereto. The Company undertakes no
obligation to update the information discussed in the conference
call in the future, except as may be required by law.
The
information included in Item 2.02 of this Current Report on Form
8-K (the “Current Report”), including Exhibit 99.1 and Exhibit 99.2
attached hereto, is being furnished and shall not be deemed “filed”
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. The information included in Item 2.02
of this Current Report, including Exhibit 99.1 and Exhibit 99.2
attached hereto, shall not be incorporated by reference into any
filings of the Company made under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, whether made
before or after the date of this Current Report, regardless of any
general incorporation language in any such filing unless
specifically stated so therein.
|
Item
9.01 |
Financial Statements
and Exhibits. |
SIGNATURES
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: November 17,
2021 |
Verb
Technology Company, Inc. |
| |
|
|
|
By: |
/s/ Rory
J. Cutaia |
| |
Name: |
Rory J.
Cutaia |
| |
Title: |
President, Chief
Executive Officer, Secretary and Director |
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