VERB Stockholders Vote To Reverse Split VERB Shares To Retain Nasdaq Listing
October 04 2024 - 4:00PM
Verb Technology Company, Inc. (Nasdaq: VERB)
("VERB" or the "Company"), the leader in interactive video-based
sales-enablement applications, including MARKET.live, its
livestream social shopping platform, today announced that its
stockholders voted to authorize the Company’s Board of Directors to
institute a 1-for-200 reverse stock split of its common stock
shares and that the common stock shares will begin trading on a
split-adjusted basis at the commencement of trading on October 9,
2024. The Company’s shares will continue to trade on the Nasdaq
Capital Market under the same symbol "VERB" with a new CUSIP
number, 92337U302.
As set forth in the current report on Form 8-K
filed with the Securities and Exchange Commission (the “SEC”), on
September 26, 2024, the Company held an annual meeting of
stockholders (the “Annual Meeting”) to vote on four Proposals,
including Proposal number 2 which was to authorize the Board of
Directors to effect a reverse stock split of the outstanding shares
of common stock within one (1) year of September 26, 2024, at a
specific ratio within a range of one-for-five (1-for-5) to a
maximum of a one-for-two-hundred (1-for-200).
Present virtually at the Annual Meeting, or
represented by valid proxy and entitled to vote as of the record
date for the Annual Meeting, were a total of 61,709,221 shares of
the Company’s common stock, out of a total of 145,597,352 shares of
common stock issued and outstanding and entitled to vote.
A significant majority of stockholders voted in
favor of authorizing the Company’s Board of Directors to institute
a reverse stock split, as set forth in greater specificity in the
Company’s September 27, 2024 Form 8-K.
Following the vote of stockholders at the
Company's Annual Meeting, the Board of Directors approved a
1-for-200 reverse stock split of the Company's issued and
outstanding shares of common stock, par value $0.0001 per share.
Every 200 shares of the Company's issued and outstanding common
stock will automatically convert into one share of common stock
without any change to the par value of $0.0001 per share. The
amount of common stock outstanding will be reduced from
approximately 152,645,986 shares to approximately 763,230 shares.
Proportional adjustments will be made to the number of shares of
common stock issuable upon exercise of the Company’s outstanding
stock options and warrants, as well as the applicable exercise
price.
The Company expects that the stockholder
approved reverse stock split will increase the market price per
share of the Company's common stock, bringing the Company into
compliance with The Nasdaq Capital Market's $1.00 minimum bid price
listing requirement.
Registered stockholders holding pre-split shares
of the Company's common stock are not required to take any action
to receive post-split shares. Stockholders owning shares via a
broker, bank, trust or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, and will
not be required to take any action in connection with the reverse
stock split.
No fractional shares will be issued in
connection with the reverse stock split. Any fractional shares
created as a result of the reverse stock split will be rounded up
to the nearest whole share for each stockholder. The reverse stock
split impacts all holders of VERB’s common stock proportionally and
will not impact stockholders' percentage of ownership of common
stock (except as to rounding-up changes).
Additional information regarding the reverse
stock split is available on the Form 8-K filed September 27, 2024
as well as in the Company's definitive proxy statement (Form DEF
14A) filed with the SEC on August 16, 2024. Any additional
questions can be directed to the Company's transfer agent, VStock
Transfer, at (212) 826-8436 or www.vstocktransfer.com.
About VERB Technology Company
Verb Technology Company, Inc. (NASDAQ: VERB), is
the innovative force behind interactive video-based social
commerce. The Company’s MARKET.live platform is a multi-vendor,
livestream social shopping destination at the forefront of the
convergence of ecommerce and entertainment, where brands,
retailers, creators, and influencers engage their customers,
clients, fans, and followers across multiple social media channels
simultaneously. GO FUND YOURSELF!, is a revolutionary interactive
social crowd funding platform for public and private companies
seeking broad-based exposure across social media channels for their
crowd-funded Regulation CF and Regulation A offerings. The platform
combines a ground-breaking interactive TV show with MARKET.live’s
back-end capabilities allowing viewers to tap on their screen to
facilitate an investment, in real time, as they watch companies
presenting before the show’s panel of “Titans”. Presenting
companies that sell consumer products are able to offer their
products directly to viewers during the show in real time through
shoppable onscreen icons. The Company is headquartered in Las
Vegas, NV and operates full-service production and creator studios
in Los Alamitos, California and Philadelphia, PA.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking
statements" as that term is defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve
risks and uncertainties and include, without limitation, any
statement that may predict, forecast, indicate or imply future
results, performance, or achievements. These statements are based
on management's current expectations and beliefs and are subject to
a number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the
forward-looking statements. Investors are advised to review the
Company’s filings with the Securities and Exchange Commission for
additional information on the risks and uncertainties that can
impact these forward-looking statements. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. The Company undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
Investor Relations: investors@verb.tech
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