Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
January 10 2022 - 05:01PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-252167
SUPPLEMENT
NO. 1 TO
PROSPECTUS
SUPPLEMENT DATED NOVEMBER 16, 2021
(To
Prospectus dated January 22, 2021)

VERB
TECHNOLOGY COMPANY, INC.
This
Supplement No. 1 to Prospectus Supplement (this “Supplement”)
supplements and amends the Prospectus Supplement dated November 16,
2021 (the “Prospectus Supplement”). This Supplement should be read
in conjunction with the Prospectus Supplement and the Prospectus
dated January 22, 2021 (the “Prospectus”). This Supplement is
qualified by reference to the Prospectus Supplement, except to the
extent that the information presented herein supersedes the
information contained in the Prospectus Supplement.
On
November 16, 2021, we entered into an At-the-Market Issuance Sales
Agreement (the “Sales Agreement”) with Truist Securities, Inc. (the
“Sales Agent”) relating to shares of our common stock, par value
$0.0001 per share (“Common Stock”) offered by the Prospectus
Supplement and the accompanying Prospectus. In accordance with the
terms of the Sales Agreement, we were initially authorized to offer
and sell up to $30,000,000 of our Common Stock from time to time in
transactions that are deemed to be “at-the-market” offerings as
defined in Rule 415(a)(4) under the Securities Act of 1933, as
amended, including sales made (i) directly on or through The Nasdaq
Capital Market, the trading market for our Common Stock, or any
other trading market in the United States for our Common Stock,
(ii) to or through a market maker other than on an exchange, (iii)
directly to the Sales Agent as principal in negotiated
transactions, or (iv) through a combination of any such methods of
sale (the “ATM Offering”).
The
purpose of this Supplement is to reduce the aggregate offering
price of the shares of our Common Stock that may be sold under the
Sales Agreement from $30,000,000 to $7,300,000 (inclusive of the
amount already sold under the Sales Agreement). Except as modified
by this Supplement, the terms of the ATM Offering remain unchanged,
and the Sales Agreement remains in full force and
effect.
Investing
in our Common Stock involves a high degree of risk. Refer to the
section entitled “Risk Factors” beginning on page S-5 of the
Prospectus Supplement, as well as in the other filings we make with
the Securities and Exchange Commission from time to time, for a
discussion of additional information that should be considered in
connection with an investment in our Common Stock.
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 Supplement No. 1 to Prospectus Supplement is January
9, 2022.
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