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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): |
|
May
10, 2024 |
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.) |
3024
Sierra Juniper Court
Las
Vegas, Nevada |
|
89138 |
(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
1.01 Entry into a Material Definitive Agreement.
As
previously reported, on December 15, 2023, Verb Technology Company, Inc. (the “Company”) entered into an At-the-Market Issuance
Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) to
sell shares of its common stock, par value $0.0001 (the “Common Stock”), having an aggregate offering price of up to $960,000
(the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined
in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). On December 15, 2023, the Company filed
a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $960,000
of common stock in the ATM Offering (the “Prospectus Supplement”).
As
previously reported, on March 19, 2024, the Company entered into the First Amendment to At-The-Market Issuance Sales Agreement, dated
March 19, 2024 to increase the number of shares to be sold in the ATM Offering to $6,260,000.
As
previously reported, on March 29, 2024, the Company entered into the Second Amendment to At-The-Market Issuance Sales Agreement, dated
March 29, 2024 to increase the number of shares to be sold in the ATM Offering to $9,010,000.
On
May 10, 2024, the Company entered into the Third Amendment to At-The-Market Issuance Sales Agreement (the “Amendment”)
to increase the number of shares to be sold in the ATM Offering to $12,765,000.
The
Company will file a supplement to the Prospectus Supplement (the “Supplement”) with the SEC to increase the amount of Common
Stock that may be offered and sold in the ATM Offering under the Sales Agreement to up to $12,765,000 in the aggregate.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy any shares under the Sales Agreement,
nor shall there be any offer, solicitation or sale of such shares in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such state.
The
foregoing description of the terms of the Sales Agreement, as amended by the Amendment, does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated
herein by reference.
The
legal opinion of Sichenzia Ross Ference Carmel LLP, counsel to the Company, relating to the legality of the issuance and sale of shares
of Common Stock being offered pursuant to the Sales Agreement, as amended by the Amendment, is filed as Exhibit 5.1 hereto.
ITEM
9.01 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:
May 10, 2024 |
VERB
TECHNOLOGY COMPANY, INC. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
Name: |
Rory
J. Cutaia |
|
Title: |
President
and Chief Executive Officer |
Exhibit
5.1
![](https://www.sec.gov/Archives/edgar/data/1566610/000149315224018690/ex5-1_001.jpg)
May
10, 2024
Verb
Technology Company, Inc.
3024
Sierra Juniper Court
Las
Vegas, NV 89138
Re:
Registration Statement on Form S-3
Ladies
and Gentlemen:
We
have acted as counsel to Verb Technology Company, Inc. (the “Company”) in connection with the At-The-Market Issuance Sales
Agreement dated December 15, 2023 (the “Sales Agreement”) by and between the Company and Ascendiant Capital Markets, LLC
(the “Agent”), as amended, pursuant to which the Company may offer and sell, from time to time through the Agent up to $12,765,000
of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, except for 32,868,996 shares for
gross proceeds of $9,008,917, which have been offered and sold as of the date hereof for which we previously provided a due authorization
opinion, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) (File No.: 333-264038) filed on
March 31, 2022 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as
amended (the “Securities Act) and declared effective on April 14, 2022, and the prospectus contained therein, as supplemented by
the prospectus supplement dated December 15, 2023, the prospectus supplement dated March 19, 2024, the prospectus supplement dated March
29, 2024, and the prospectus supplement dated May 10, 2024 pursuant to Rule 424(b) promulgated under the Securities Act (the “Prospectus
Supplement”).
We
have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have
relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set
forth below, on certificates of officers of the Company.
The
opinion expressed below is limited to the federal securities laws of the United States of America and the laws of the state of Nevada.
We express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.
Based
on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in
the Registration Statement, the Prospectus Supplement and the Sales Agreement will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2024, and
which is incorporated by reference in the Registration Statement and the Prospectus Supplement. We also hereby consent to the reference
to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim
any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable
laws.
|
Very
truly yours, |
|
|
|
/s/
Sichenzia Ross Ference Carmel LLP |
|
Sichenzia
Ross Ference Carmel LLP |
Exhibit
10.1
Third
Amendment
to
At
the Market Issuance Sales Agreement
This
Third Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on May 10, 2024 (the
“Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Verb Technology
Company, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At the Market
Issuance Sales Agreement between the parties dated December 15, 2023 (the “Offering Agreement”). Unless specifically
amended or modified herein, the other terms of the Offering Agreement remain in full force and effect, not amended or modified, as of
the date hereof.
1.
The amount of Shares that may be sold under and pursuant to the terms of the Offering Agreement is increased from $9,010,000 to $12,765,000.
2.
At the date of this Amendment, for the sake of clarification of items to be delivered in connection with the change in the amount of
Shares, the Company will deliver or will arrange for the delivery of the following:
(i)
A Representation Date Certificate as provided in Section 7(l) of the Offering Agreement, with the understanding that the Company has
sold Shares after the date of the Offering Agreement up to and through the date of this Amendment;
(ii)
An opinion or “bring down” opinion of counsel to the Company with such opinion covering the amount of Shares of $12,765,000
that may be sold;
[remainder
of page intentionally left blank; signature page to follow]
If
the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below
for that purpose, whereupon this letter will constitute a binding agreement between the Company and the Agent.
|
Very
truly yours, |
|
|
|
Verb
Technology Company, Inc. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
Name: |
Rory
J. Cutaia |
|
Title:
|
Chief
Executive Officer |
ACCEPTED
as of the date first-above written:
|
ASCENDIANT
CAPITAL MARKETS, LLC |
|
|
|
By: |
/s/
Bradley J. Wilhite |
|
Name: |
Bradley
J. Wilhite |
|
Title:
|
Managing
Partner |
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