Current Report Filing (8-k)
January 31 2023 - 9:00AM
Edgar (US Regulatory)
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2023-01-26
2023-01-26
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2023-01-26
2023-01-26
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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): |
|
January
26, 2023 |
Verb
Technology Company, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-38834 |
|
90-1118043 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
3401
North Thanksgiving Way, Suite 240
Lehi,
Utah |
|
84003 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s Telephone Number,
Including Area Code: |
|
(855)
250-2300 |
(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):
☐ |
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)) |
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 |
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. ☐
Item
1.02 Termination of a Material Definitive Agreement.
On
January 26, 2023, Verb Technology Company, Inc., a Nevada corporation (the “Company”), terminated that certain common stock
purchase agreement dated January 12, 2022, entered into with Tumim Stone Capital LLC, which provided for the sale by the Company of up
to $50,000,000 of newly issued shares from time to time during the term of the agreement.
Effective
January 26, 2023, the Company repaid in full all of its outstanding obligations under that certain securities
purchase agreement dated January 12, 2022 entered into with three institutional investors (the “SPA”) which provided for
the sale and issuance of an aggregate original principal amount of $6,300,000 in convertible notes due 2023. The convertible notes were
repaid in full in cash prior to any conversions.
On
January 26, 2023, the Company issued a press release announcing that repayment of its obligations under the SPA. A copy of the press
release is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statement and Exhibits.
(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.
Date:
January 31, 2023 |
VERB TECHNOLOGY
COMPANY, INC. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
Name: |
Rory J. Cutaia |
|
Title: |
President and Chief Executive Officer |
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