VERB

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

Verb Technology Company, Inc.

(Exact Name of Registrant as Specified in Charter)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On January 24, 2023, Verb Technology Company, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis”) as underwriter ( the “Underwriter”), relating to the offering, issuance and sale of up to 36,051,000 shares of the Company’s common stock, $0.0001 par value per share, at a public offering price of $0.20 per share.

The offering closed on January 26, 2023. The Company’s common stock is listed on the Nasdaq Stock Market. The net proceeds to the Company for the offering was approximately $6.6 million, after deducting the underwriting discounts and commissions and estimated offering expenses.

The offering of the securities described above was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-264038), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022, which was declared effective on April 14, 2022, and the base prospectus included therein, as supplemented by the preliminary prospectus filed with the SEC on January 24, 2023.

Aegis acted as sole underwriter for the offering. The underwriting commission was 6% of the gross proceeds of the offering. We reimbursed Aegis for certain of its expenses, in an amount of up to $75,000, including legal fees.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Subject to certain exceptions, the Company and its executive officers and directors have agreed not to sell or transfer any common stock or securities convertible into or exchangeable or exercisable for common stock, for 60 days after the offering, without first obtaining the written consent of Aegis.

A copy of the form of Underwriting Agreement is filed as Exhibit 1.1. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Sichenzia Ross Ference LLP relating to the legality of the issuance and sale of the common stock in the offering are attached as Exhibit 5.1.

On January 24, 2023, the Company issued a press release announcing the offering. A copy of the press release is attached as Exhibit 99.1.

(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.

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