0001566610 false 0001566610 2023-08-18 2023-08-18 0001566610 VERB:CommonStockParValue0.0001Member 2023-08-18 2023-08-18 0001566610 VERB:CommonStockPurchaseWarrantsMember 2023-08-18 2023-08-18 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):   August 18, 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   84043
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 18, 2023, Verb Technology Company, Inc. (the “Company”) received a letter (“Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Stockholders’ Equity Requirement”). As reported in its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2023 was ($1,818,000). The Staff’s notice has no immediate impact on the listing of the Company’s common stock on Nasdaq.

 

In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until October 2, 2023, to submit a plan to regain compliance with the Stockholders’ Equity Requirement, which the Company plans to timely submit for the Staff’s consideration. If the plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the deficiency notice to regain compliance.

 

There can be no assurance that the Staff will accept the Company’s plan to regain compliance with the Stockholders’ Equity Requirement, or, if accepted, that the Company will evidence compliance with the Stockholders’ Equity Requirement during any extension period that the Staff may grant. If the Staff does not accept the Company’s plan or if the Company is unable to regain compliance within any extension period granted by the Staff, the Staff may issue a delisting determination. The Company would at that time be entitled to request a hearing before a Nasdaq Hearings Panel to present its plan to regain compliance and to request an additional 180-period to regain compliance. The request for a hearing would stay any delisting action by the Staff.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On August 18, 2023, the Company held its Annual Meeting of Stockholders via live webcast at www.virtualshareholdermeeting.com/VERB2023. A total of 1,862,956 shares of common stock representing 43.43% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented virtually or by valid proxies at the annual meeting.

 

Messrs. Rory J. Cutaia, James P. Geiskopf, Kenneth S. Cragun, and Edmund C. Moy were each elected as directors of the Company to serve until the Company’s 2024 annual meeting of stockholders.

 

The stockholders ratified the appointment of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

 

The final voting results on these matters were as follows:

 

1. Election of Directors:

 

Name 

Total Votes

for Director

  

Total Votes Withheld

from Director

  

Total Broker

Non-Votes

 
Rory J. Cutaia   454,461    119,517    1,288,978 
James P. Geiskopf   475,306    98,672    1,288,978 
Kenneth S. Cragun   485,225    88,753    1,288,978 
Edmund C. Moy   482,629    91,349    1,288,978 

 

2. Ratification of appointment of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

 

To ratify the selection of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm.

 

    Total Votes  
For     1,763,578  
Against     80,210  
Abstain     19,168  

 

  

 

 

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: August 24, 2023 Verb Technology Company, Inc.
     
  By: /s/ Rory J. Cutaia
  Name: Rory J. Cutaia
  Title: President and Chief Executive Officer

 

  

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Cover
Aug. 18, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 18, 2023
Entity File Number 001-38834
Entity Registrant Name Verb Technology Company, Inc.
Entity Central Index Key 0001566610
Entity Tax Identification Number 90-1118043
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 3401 North Thanksgiving Way
Entity Address, Address Line Two Suite 240
Entity Address, City or Town Lehi
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84043
City Area Code (855)
Local Phone Number 250-2300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.0001  
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol VERB
Security Exchange Name NASDAQ
Common Stock Purchase Warrants  
Title of 12(b) Security Common Stock Purchase Warrants
Trading Symbol VERBW
Security Exchange Name NASDAQ

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