Current Report Filing (8-k)
January 31 2023 - 09:00AM
Edgar (US Regulatory)
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2023-01-26 0001566610 VERB:CommonStockParValue0.0001Member
2023-01-26 2023-01-26 0001566610
VERB:CommonStockPurchaseWarrantsMember 2023-01-26 2023-01-26
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): |
|
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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