UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
VERB
TECHNOLOGY COMPANY, INC.
(Exact
name of Registrant as specified in its charter)
Nevada |
|
90-1118043 |
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Identification
Number) |
3024
Sierra Juniper Court
Las
Vegas, Nevada 89138
(855)
250-2300
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Verb
Technology Company, Inc.
2019
Stock and Incentive Compensation Plan
(Full
title of the plan)
Rory
J. Cutaia
Chief
Executive Officer
Verb
Technology Company, Inc.
3024
Sierra Juniper Court
Las
Vegas, NV 89138
(855)
250-2300
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Please
send copies of all communications to:
Gregory
Sichenzia, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
(212)
930-9700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Verb Technology Company, Inc.,
a Nevada corporation (the “Company”) to register an additional 15,000,000 shares of common stock, $0.0001 par value
per share (the “Common Stock”), issuable under the Verb Technology Company, Inc. 2019 Stock and Incentive Compensation
Plan, as amended (the “2019 Plan”). The Company previously registered an aggregate of 200,000 shares of Common Stock
on Form S-8 (File No.: 333-235684) issuable pursuant to the Company’s 2019 Plan. The additional shares being registered are
to cover future grants under the Company’s 2019 Plan to employees, consultants and directors, as may be approved by the Company’s
Board of Directors from time to time. The Company is not offering any shares of Common Stock hereunder for sale in a capital-raising
transaction.
This
Registration Statement also includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction
C of Form S-8 and in accordance with the requirements of Part I of Form S-3. This Reoffer Prospectus for shares granted under the
2019 Plan may be used for the reoffer and resale of shares of Common Stock on a continuous or delayed basis that may be deemed to
be “restricted securities” and/or “control securities” within the meaning of the Securities Act of 1933, as amended
(the “Securities Act”), and the rules and regulations promulgated thereunder, that are issuable to certain of our
executive officers, employees, consultants and directors identified in the Reoffer Prospectus. The number of shares of Common Stock included
in the Reoffer Prospectus represents shares of Common Stock issuable to the selling stockholders pursuant to equity awards, including
stock options and restricted stock grants, granted to the selling stockholders and does not necessarily represent a present intention
to sell any or all such shares of Common Stock.
As
specified in General Instruction C of Form S-8, until such time as we meet the registrant requirements for use of Form S-3, the number
of shares of Common Stock to be offered by means of this reoffer prospectus, by each of the selling security holders, and any other person
with whom he or she is acting in concert for the purpose of selling our shares of Common Stock, may not exceed, during any three month
period, the amount specified in Rule 144(e) of the Securities Act.
Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The
Company will provide each recipient of a grant under the 2019 Plan (the “Recipients”) with documents that contain
information related to the 2019 Plan, and other information including, but not limited to, the disclosure required by Item 1 of Form
S-8, which information is not required to be and is not being filed as a part of this Registration Statement on Form S-8 (the “Registration
Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The foregoing information
and the documents incorporated by reference in response to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given to each Recipient
who receives shares of Common Stock covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
The
documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the
2019 Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act. Such documents need not be filed with the Securities
and Exchange Commission (the “Commission” or the “SEC”) either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirement of Section 10(a) of the Securities Act.
Rory
J. Cutaia
Chief
Executive Officer
3024
Sierra Juniper Court
Las
Vegas, NV 89138
REOFFER
PROSPECTUS
VERB
TECHNLOGY COMPANY, INC.
Up
to 109,829 Shares of Common Stock
Issuable
under certain grants under
Verb
Technology Company, Inc. 2019 Stock and Incentive Compensation Plan
This
reoffer prospectus relates to the public resale, from time to time, of an aggregate of 109,829 shares (the “Shares”)
of our common stock, $0.0001 par value per share (the “Common Stock”) by certain security holders identified herein
in the section entitled “Selling Securityholders”. Such shares may be acquired in connection with common stock underlying
options issued under the Verb Technology Company, Inc. 2019 Stock and Incentive Compensation Plan. You should read this prospectus carefully
before you invest in our Common Stock.
Such
resales shall take place on Nasdaq, or such other stock market or exchange on which our Common Stock may be listed or quoted, in negotiated
transactions or otherwise, at market prices prevailing at the time of the sale or at prices otherwise negotiated (see “Plan of
Distribution” starting on page 6 of this prospectus). We will receive no part of the proceeds from sales made under this reoffer
prospectus. The Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection
with the registration and offering and not borne by the Selling Securityholders will be borne by us.
This
reoffer prospectus has been prepared for the purposes of registering our shares of Common Stock under the Securities Act to allow for
future sales by Selling Securityholders on a continuous or delayed basis to the public without restriction, provided that the amount
of shares of Common Stock to be offered or resold under this Reoffer Prospectus by each Selling Securityholder or other person with whom
he or she is acting in concert for the purpose of selling shares of Common Stock, may not exceed, during any three-month period, the
amount specified in Rule 144(e) under the Securities Act. We have not entered into any underwriting arrangements in connection with the
sale of the shares covered by this reoffer prospectus. The Selling Securityholders identified in this reoffer prospectus, or their pledgees,
donees, transferees or other successors-in-interest, may offer the shares covered by this reoffer prospectus from time to time through
public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated
prices.
Investing
in our Common Stock involves risks. See “Risk Factors” beginning on page 4 of this reoffer prospectus. These are
speculative securities.
Our
Common Stock is quoted on the Nasdaq Capital Market under the symbol “VERB” and the last reported sale price of our Common
Stock on December 27, 2024 was $6.60 per share.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is December 30, 2024
VERB
TECHNOLOGY COMPANY, INC.
TABLE
OF CONTENTS
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by reference in this prospectus include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information
currently available to our management. Such forward-looking statements include those that express plans, anticipation, intent, contingency,
goals, targets or future development and/or otherwise are not statements of historical fact.
All
statements in this prospectus and the documents and information incorporated by reference in this prospectus that are not historical
facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would” or similar expressions
or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking statements.
Forward-looking
statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake
no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except
as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements.
We
caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees
or assurances of future performance.
Information
regarding market and industry statistics contained in this prospectus, including the documents that we incorporate by reference, is included
based on information available to us that we believe is accurate. It is generally based on academic and other publications that are not
produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these
sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue
and market acceptance of products and services. Except as required by U.S. federal securities laws, we have no obligation to update forward-looking
information to reflect actual results or changes in assumptions or other factors that could affect those statements.
PROSPECTUS
SUMMARY
The
Commission allows us to “incorporate by reference’’ certain information that we file with the Commission,
which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later with the Commission will update automatically, supplement
and/or supersede the information disclosed in this prospectus. Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other document that also is or is deemed to be incorporated by reference in this prospectus modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus. You should read the following summary together with the more detailed information regarding
our company, our Common Stock and our financial statements and notes to those statements appearing elsewhere in this prospectus or incorporated
herein by reference.
Except
where the context otherwise requires, the terms, “we,” “us,” “our” or
“the Company,” refer to the business of Verb Technology Company, Inc., a Nevada corporation.
Our
Company
Our
business is currently comprised of three distinct, yet complimentary business units, all three of which are currently operating and generating
revenue, and one of which is currently operating in “stealth mode” as we continue to refine the user experience for that
business unit as we continue to ramp sales. The first business unit is MARKET.live focused on interactive video-based social commerce.
Our MARKET.live platform is a multi-vendor, livestream social shopping destination leveraging the convergence of ecommerce and entertainment.
Brands, retailers and creators that join MARKET.live have the ability to broadcast livestream shopping events simultaneously on numerous
social media channels, including TikTok, YouTube, LinkedIn, Facebook, Instagram, Twitch, as well as on MARKET.live, reaching exponentially
larger audiences. The Company’s recent technological integrations with META, created a seamless, native, friction-free checkout
process for Facebook and Instagram users to purchase MARKET.live vendors’ products within each of those popular apps. This integration
allows Facebook and Instagram users to browse products featured in MARKET.live shoppable videos, place products in a native shopping
cart and checkout – all without leaving Facebook or Instagram. We recently announced a technology integration with Pinterest and
we will continue to expand the universe of social platforms our clients can access through our platform.
Last
year we completed development work on a new MARKET.live capability that facilitated a deeper integration into the TikTok Shop social
media platform, designed to expose MARKET.live shoppable programming to tens of millions of potential viewers/purchasers. This capability
allows shoppers watching a MARKET.live stream on TikTok to stay on that site and check out through that site, eliminating the friction
or reluctance of TikTok users to leave their TikTok feed in order to complete their purchase on MARKET.live. Our technology integration
allows the purchase data to flow back through MARKET.live and to the individual vendors and stores on MARKET.live seamlessly for fulfillment
of the orders.
Earlier
this year, we announced an expanded strategic relationship with TikTok evidenced by a formal partnership with TikTok Shop pursuant to
which MARKET.live became a service provider for TikTok Shop and officially designated as a TikTok Shop Partner (TSP). Under the terms
of the partnership, TikTok Shop refers consumer brands, retailers, influencers and affiliates leads to MARKET.live for a menu of MARKET.live
contract-based recurring fee revenue services that include, among other things, assistance in onboarding to TikTok Shop and establishing
a TikTok store, hosting training sessions and webinars for prospective TikTok Shop sellers, full creative services including content
creation and full remote and in-studio production services, host/influencer casting and management, TikTok Shop maintenance and enhancements
for existing TikTok clients’ stores. The same services are currently provided to consumer brands that contact us directly or through
several brand agencies with which we maintain affiliate relationships.
The
second business unit is GO FUND YOURSELF!, a revolutionary interactive social crowd funding platform for public and private companies
seeking broad-based exposure across numerous 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 Go Fund Yourself business unit generates revenue from cash fees we charge to issuers to appear on the show
and for marketing, ad, and content creation and distribution services. For those issuers that sell products during each airing of the
show through our platform, we charge a fee up to 25% of the gross sales revenue for all products sold.
Our
Corporate Information
We
are a Nevada corporation that was incorporated in December 2012. Our principal executive and administrative offices are located at 3024
Sierra Juniper Court, Las Vegas, NV 89138, and our telephone number is (855) 250-2300. Our website address is https://www.verb.tech.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The
SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC. The address of the SEC’s website is www.sec.gov. We make available free of charge on or through our website our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material
with or otherwise furnish it to the SEC. Information on or accessed through our website or the SEC’s website is not incorporated
into this reoffer prospectus.
THE
OFFERING
Outstanding
Common Stock: |
|
993,120
shares of our Common Stock are outstanding as of December 30, 2024. |
|
|
|
Common
Stock Offered: |
|
Up
to 109,829 shares of Common Stock for sale by the selling securityholders (which include our executive officers and directors) for
their own account pursuant to the 2019 Plan. |
|
|
|
Selling
Securityholders: |
|
The
selling securityholders are set forth in the section entitled “Selling Securityholders” of this reoffer prospectus on
page 4. The amount of securities to be offered or resold by means of the reoffer prospectus by the designated selling securityholders
may not exceed, during any three month period, the amount specified in Rule 144(e). |
|
|
|
Use
of proceeds: |
|
We
will not receive any proceeds from the sale of our Common Stock by the selling securityholders. We would, however, receive proceeds
upon the exercise of the stock options by those who receive options under the 2019 Plan and exercise such options for cash. Any cash
proceeds will be used by us for general corporate purposes. |
|
|
|
Risk
Factors: |
|
The
securities offered hereby involve a high degree of risk. See “Risk Factors.” |
|
|
|
Nasdaq
trading symbol: |
|
VERB |
RISK
FACTORS
An
investment in shares of our Common Stock is highly speculative and involves a high degree of risk. We face a variety of risks that may
affect our operations or financial results and many of those risks are driven by factors that we cannot control or predict. Before investing
in our Common Stock, you should carefully consider the risks below and set forth under the caption “Risk Factors” and elsewhere
in our most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, that we have filed or
may file with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference herein, and subsequent
reports filed with the SEC, together with the financial and other information contained or incorporated by reference in this prospectus.
If any of these risks actually occurs, our business, prospects, financial condition and results of operations could be materially adversely
affected. In that case, the trading price of our Common Stock would likely decline and you may lose all or a part of your investment.
Only those investors who can bear the risk of loss of their entire investment should invest in our Common Stock.
USE
OF PROCEEDS
The
shares which may be sold under this reoffer prospectus will be sold for the respective accounts of each of the Selling Securityholders
listed herein (which includes our executive officers and directors). Accordingly, we will not realize any proceeds from the sale of the
shares of our Common Stock. We will receive proceeds from the exercise of the options; however, no assurance can be given as to when
or if any or all of the options will be exercised. If any options are exercised, the proceeds derived therefrom will be used for working
capital and general corporate purposes. All expenses of the registration of the shares will be paid by us. See “Selling Securityholders”
and “Plan of Distribution.”
SELLING
SECURITYHOLDERS
We
are registering for resale the shares covered by this prospectus to permit the Selling Securityholders identified below and their pledgees,
donees, transferees and other successors-in-interest that receive their securities from a Selling Securityholder as a gift, partnership
distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate.
The Selling Securityholders acquired, or may acquire, these shares from us pursuant to the 2019 Plan. The shares may not be sold or otherwise
transferred by the Selling Securityholders unless and until the applicable awards vest and are exercised, as applicable, in accordance
with the terms and conditions of the 2019 Plan.
The
following table sets forth:
|
● |
the
name of each Selling Securityholder; |
|
|
|
|
● |
the
number and percentage of shares of our Common Stock that each Selling Securityholder beneficially owned as of December 30,
2024 prior to the offering for resale of the shares under this prospectus; |
|
|
|
|
● |
the
number of shares of our Common Stock that may be offered for resale for the account of each Selling Securityholder under this prospectus;
and |
|
|
|
|
● |
the
number and percentage of shares of our Common Stock to be beneficially owned by each Selling Securityholder after the offering of
the resale shares (assuming all of the offered resale shares are sold by such Selling Securityholder). |
Information
with respect to beneficial ownership is based upon information obtained from the Selling Securityholders. Because the Selling Securityholders
may offer all or part of the shares of Common Stock, which they own pursuant to the offering contemplated by this reoffer prospectus,
and because its offering is not being underwritten on a firm commitment basis, no estimate can be given as to the amount of shares that
will be held upon termination of this offering.
The
number of shares in the column “Number of Shares Being Offered’’ represents all of the shares of our Common Stock that
each Selling Securityholder may offer under this prospectus. We do not know how long the Selling Securityholders will hold the shares
before selling them or how many shares they will sell. The shares of our Common Stock offered by this prospectus may be offered from
time to time by the Selling Securityholders listed below. We cannot assure you that any of the Selling Securityholders will offer for
sale or sell any or all of the shares of Common Stock offered by them by this prospectus.
| |
Number
of Shares Beneficially Owned Prior to Offering (1) | |
Number
of Shares Being | | |
Number
of Shares Beneficially Owned After Offering (2) | |
Securityholders | |
Number | |
Percent
(%) | | |
Offered | | |
Number | | |
Percent
(%) | |
Rory
J. Cutaia | |
1,574 | (3) |
| *
| | |
| 52,890 | (4) | |
| 54,464 | | |
| 4.9 | |
James
P. Geiskopf | |
1,027 | (5) |
| *
| | |
| 16,310 | (6) | |
| 17,337 | | |
| 1.6 | |
Kenneth
S. Cragun | |
457 | (7) |
| *
| | |
| 8,155 | (8) | |
| 8,612 | | |
| | * |
Bill
J. Rivard | |
253 | (9) |
| *
| | |
| 23,455 | (10) | |
| 23,708 | | |
| 2.1 | |
Edmund
C. Moy | |
930 | (11) |
| *
| | |
| 9,019 | (12) | |
| 9,949 | | |
| | * |
(1) |
The
number and percentage of shares beneficially owned is determined in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership
includes any shares as to which the Selling Securityholder has sole or shared voting power
or investment power and also any shares which the Selling Securityholder has the right to
acquire within 60 days. Applicable percentage ownership is based on 993,120 shares of Common
Stock outstanding as of December 30, 2024.
|
|
|
(2) |
Assumes
that all shares of Common Stock to be offered, as set forth above, are sold pursuant to this
offering and that no other shares of Common Stock are acquired or disposed of by the Selling
Securityholders prior to the termination of this offering. Because the Selling Securityholders
may sell all, some or none of their shares of Common Stock or may acquire or dispose of other
shares of Common Stock, no reliable estimate can be made of the aggregate number of shares
of Common Stock that will be sold pursuant to this offering or the number or percentage of
shares of Common Stock that each Selling Securityholder will own upon completion of this
offering.
|
|
|
(3) |
Includes:
(i) 846 shares of common stock held directly by Mr. Cutaia, (ii) 30 shares of common stock held by Cutaia Media Group Holdings, LLC
(an entity over which Mr. Cutaia has dispositive and voting authority), (iii) 7 shares of common stock held by Mr. Cutaia’s
spouse (as to which shares, he disclaims beneficial ownership), (iv) 1 share of common stock held jointly by Mr. Cutaia and his spouse,
(v) 666 shares of common stock underlying stock options exercisable within 60 days of December 30, 2024 and (vi) 24 shares of common
stock underlying restricted stock units that will vest within 60 days of December 30, 2024. This amount excludes 50,981 shares of
common stock underlying restricted stock units and 1,910 shares of common stock underlying stock options that will not vest within
60 days of December 30, 2024. |
|
|
(4) |
Includes:
(i) 1,910 shares of common stock underlying stock options and (ii) 50,981 shares of common stock underlying restricted stock units. |
|
|
(5) |
Includes:
(i) 168 shares of common stock held directly, and (ii) 1 share of common stock held by Mr.
Geiskopf’s children and (ii) 858 shares of common stock underlying stock options exercisable
within 60 days of December 30, 2024. This amount excludes 16,310 shares of common stock underlying
restricted stock units that will not vest within 60 days of December 30, 2024.
|
|
|
(6) |
Includes:
(i) 16,310 shares of common stock underlying restricted stock units.
|
|
|
(7) |
Includes:
(i) 19 shares
of common stock held directly, and (ii) 438 shares of common stock underlying stock options
exercisable within 60 days of December 30, 2024. This amount excludes 8,155 shares of common
stock underlying restricted stock units that will not vest within 60 days of December 30,
2024.
|
(8) |
Includes:
(i) 8,155 shares of common stock underlying restricted stock units.
|
|
|
(9) |
Includes:
(i) 239 shares of common stock held directly and (ii) 14 shares of common stock underlying stock options exercisable within 60 days
of December 30, 2024. This amount excludes 23,450 shares of common stock underlying restricted stock units and 5 shares of common
stock underlying stock options that will not vest within 60 days of December 30, 2024. |
|
|
(10) |
Includes:
(i) 5 shares of common stock underlying stock options and (ii) 23,450 shares of common stock
underlying restricted stock units.
|
|
|
(11) |
Includes:
930 shares of common stock underlying stock options exercisable within 60 days of December
30, 2024. This amount excludes 9,019 shares of common stock underlying stock options that
will not vest within 60 days of December 30, 2024.
|
|
|
(12) |
Includes:
9,019 shares of common stock underlying stock options.
|
PLAN
OF DISTRIBUTION
We
are registering the Shares covered by this prospectus to permit the Selling Stockholders to conduct public secondary trading of these
Shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the Shares offered
by this prospectus. The aggregate proceeds to the Selling Stockholders from the sale of the Shares will be the purchase price of the
Shares less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection
with the registration and sale of the Shares covered by this prospectus. The Selling Stockholders reserve the right to accept and, together
with their respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.
The
Shares offered by this prospectus may be sold from time to time to purchasers:
|
● |
directly
by the Selling Stockholders, or |
|
|
|
|
● |
through
underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions
from the Selling Stockholders or the purchasers of the Shares. |
Any
underwriters, broker-dealers or agents who participate in the sale or distribution of the Shares may be deemed to be “underwriters”
within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or
agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters
are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the
Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will make copies of this
prospectus available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities
Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholders and any underwriter,
broker-dealer or agent regarding the sale of the Shares by the Selling Stockholders.
The
Shares may be sold in one or more transactions at:
|
● |
prevailing
market prices at the time of sale; |
|
● |
prices
related to such prevailing market prices; |
|
● |
varying
prices determined at the time of sale; or |
These
sales may be effected in one or more transactions:
|
● |
on
any national securities exchange or quotation service on which the Shares may be listed or quoted at the time of sale, including
Nasdaq; |
|
● |
in
the over-the-counter market; |
|
● |
in
transactions otherwise than on such exchanges or services or in the over-the-counter market; |
|
● |
any
other method permitted by applicable law; or |
|
● |
through
any combination of the foregoing. |
These
transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides
of the trade.
At
the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth
the name of the Selling Stockholders, the aggregate amount of Shares being offered and the terms of the offering, including, to the extent
required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting
compensation from the Selling Stockholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.
The
Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or
other transfer. There can be no assurance that the Selling Stockholders will sell any or all of the Shares under this prospectus. Further,
we cannot assure you that the Selling Stockholders will not transfer, distribute, devise or gift the Shares by other means not described
in this prospectus. In addition, any Shares covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may
be sold under Rule 144 rather than under this prospectus. The Shares may be sold in some states only through registered or licensed brokers
or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or an exemption
from registration or qualification is available and complied with.
The
Selling Stockholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act
rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling
Stockholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the
Shares to engage in market-making activities with respect to the particular Shares being distributed. This may affect the marketability
of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
The
Selling Stockholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP,
New York, New York.
EXPERTS
The
consolidated balance sheet of the Company as of December 31, 2023, the related consolidated statements of operations, stockholders’
equity and cash flows for the year ended December 31, 2023 and the related notes, have been audited by Grassi
& Co., CPAs, P.C., an independent registered public accounting firm, as stated in their report which is incorporated herein by reference.
The consolidated balance sheet of the Company as of December 31, 2022, the related consolidated statements of operations,
stockholders’ equity and cash flows for the year ended December 31, 2022 and the related notes, have been audited by Weinberg &
Company, P.A., the former independent registered public accounting firm of the Company, as stated in their report which is incorporated
herein by reference. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given
upon their authority as experts in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
INFORMATION
INCORPORATED BY REFERENCE
We
are incorporating by reference certain information that we have filed with the Commission under the informational requirements of the
Exchange Act, which means that we disclose important information to you by referring to another document filed separately with the Company.
The information contained in the documents we are incorporating by reference is considered to be a part of this reoffer prospectus, and
the information that we later file with the Commission will automatically update and supersede the information contained or incorporated
by reference in this reoffer prospectus.
The
following documents filed with the Commission are incorporated by reference in this reoffer prospectus:
|
● |
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024; |
|
|
|
|
● |
Our
Current Reports on Form 8-K filed on January 4, 2024, February 5, 2024, March 15, 2024, March 15, 2024, March 19, 2024, March 19, 2024, March 27, 2024, March 29, 2024, April 8, 2024, April 25, 2024, May 2, 2024, May 10, 2024, August 12, 2024, September 3, 2024,
September 4, 2024, September 6, 2024, September 27, 2024, October 7, 2024, October 11, 2024, and October 28, 2024; |
|
|
|
|
● |
Our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed on May 10, 2024; our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed on August 14, 2024; and our Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2024, filed on November 5, 2024. |
|
|
|
|
● |
The
description of our common stock contained in Exhibit 4.13 of our Annual Report on Form 10-K for the fiscal year ended December 31,
2023 filed with the SEC on April 1, 2024, including any amendment or report filed for the purpose of updating such description. |
All
documents subsequently filed by us with the Commission under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than current
reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information,
unless otherwise indicated therein) prior to the termination or completion of the offering made pursuant to this prospectus are also
incorporated herein by reference and will automatically update and supersede information contained or incorporated by reference in this
prospectus.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
registrant, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge by linking directly from our website at thecoretecgroup.com.
These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. Information contained on our website is not part of this prospectus.
The
Registrant hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus
is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by
reference in this prospectus but not delivered with the prospectus other than the exhibits to those documents, unless the exhibits are
specifically incorporated by reference into the information that this prospectus incorporates. Requests for documents should be directed
to Verb Technology Company, Inc., Attention: Investor Relations, 3024 Sierra Juniper Court, Las Vegas, Nevada 89138, phone number (855)
250-2300.
VERB
TECHNOLOGY COMPANY, INC.
UP
TO 109,829 SHARES OF COMMON STOCK
REOFFER
PROSPECTUS
December
30, 2024
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration
Statement (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)):
|
● |
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024; |
|
● |
Our
Current Reports on Form 8-K filed on January 4, 2024, February 5, 2024, March 15, 2024, March 15, 2024, March 19, 2024, March 19, 2024, March 27, 2024, March 29, 2024, April 8, 2024, April 25, 2024, May 2, 2024, May 10, 2024, August 12, 2024, September 3, 2024,
September 4, 2024, September 6, 2024, September 27, 2024, October 7, 2024, October 11, 2024, and October 28, 2024; |
|
● |
Our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed on May 10, 2024; our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed on August 14, 2024; and our Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2024, filed on November 5, 2024. |
|
● |
The
description of our common stock contained in Exhibit 4.13 of our Annual Report on Form 10-K for the fiscal year ended December 31,
2023 filed with the SEC on April 1, 2024, including any amendment or report filed for the purpose of updating such description. |
In
addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of the post-effective amendment to this Registration Statement which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under
no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless
such Form 8-K expressly provides to the contrary.
You
may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Verb Technology Company, Inc.,
Attention: Corporate Secretary, 3024 Sierra Juniper Court, Las Vegas, Nevada 89138, phone number (855) 250-2300.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Directors and Officers
We
are a Nevada corporation and generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes (“NRS”).
Section
78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will
not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach
of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.
Section
78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the
officer or director (i) is not liable pursuant to Section 78.138 of the NRS, or (ii) acted in good faith and in a manner the officer
or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding
had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS also precludes indemnification
by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals,
to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines
that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires a corporation
to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter
resulting from their service as a director or officer.
Section
78.751 of the NRS permits a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending
a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination
by the stockholders, the disinterested board members, or by independent legal counsel. Section 78.751 of the NRS provides that the articles
of incorporation, the bylaws, or an agreement may require a corporation to advance expenses as incurred upon receipt of an undertaking
by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that
such officer or director is not entitled to be indemnified by the corporation if so provided in the corporation’s articles of incorporation,
bylaws, or other agreement. Section 78.751 of the NRS further permits the corporation to grant its directors and officers additional
rights of indemnification under its articles of incorporation, bylaws, or other agreement.
Section
78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising
out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We
have obtained insurance policies insuring our directors and officers against certain liabilities they may incur in their capacity as
directors and officers. Under such policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification
to the directors or officers.
The
foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to
the above discussed sections of the NRS.
In
addition, our Articles of Incorporation and our Amended and Restated Bylaws (the “Bylaws”) generally eliminates director
and officer liability or any act or failure to act in his or her capacity as a director or officer. Our Bylaws provide that we must advance
expenses incurred, or reasonably expected to be incurred, within three (3) months of any proceeding to which the indemnitee was or is
a party or is otherwise involved by reason of the fact that he or she was serving or acting in a covered capacity. An indemnitee is entitled
to advances, to the fullest extent permitted by applicable law, solely upon the execution and delivery to us of an undertaking providing
that the indemnitee agrees to repay the advance to the extent it is ultimately determined that he or she was not entitled to be indemnified
by us under the provisions of the Bylaws, the Articles of Incorporation, or an agreement between us and the indemnitee.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer, or controlling person in
the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection
with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
Item
9. Undertakings
1. |
The
undersigned Registrant hereby undertakes: |
|
(a) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement. |
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; |
Provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
|
(b) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. |
|
(c) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
2. |
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Las Vegas, NV, on this 30th day of December, 2024.
|
VERB
TECHNOLOGY COMPANY, INC. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
|
Rory
J. Cutaia |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rory J. Cutaia, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Rory J. Cutaia |
|
Chief
Executive Officer & Chairman of the Board of |
|
December
30, 2024 |
Rory
J. Cutaia |
|
Directors
and Director (Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Bill J. Rivard |
|
Interim
Chief Financial Officer (Principal Financial Officer and |
|
December
30, 2024 |
Bill
J. Rivard |
|
Principal
Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
/s/
James P. Geiskopf |
|
Lead
Director |
|
December
30, 2024 |
James
P. Geiskopf |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Kenneth S. Cragun |
|
Director |
|
December
30, 2024 |
Kenneth
S. Cragun |
|
|
|
|
|
|
|
|
|
/s/
Edmund C. Moy |
|
Director |
|
December
30, 2024 |
Edmund
C. Moy |
|
|
|
|
Exhibit
5.1
December
30, 2024
VIA
ELECTRONIC TRANSMISSION
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Re:
Verb Technology Company, Inc. - Form S-8 Registration Statement
Ladies
and Gentlemen:
We
refer to the above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of
1933, as amended (the “Act”), filed by Cyngn Inc., a Delaware corporation (the “Company”), with the Securities
and Exchange Commission.
We
have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers
of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us
as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based
on our examination mentioned above, we are of the opinion that the securities being issued pursuant to the Registration Statement are
duly authorized and will be, when so issued, legally and validly issued, and fully paid and non-assessable.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not
hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations
of the Securities and Exchange Commission.
|
Very truly yours, |
|
|
|
/s/ Sichenzia Ross Ference Carmel LLP |
|
|
|
Sichenzia Ross Ference Carmel LLP |
1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2019 Stock and Incentive Compensation
Plan, as amended, of Verb Technology Company, Inc. of our report dated April 17, 2023, which includes an explanatory paragraph as to
the Company’s ability to continue as a going concern, with respect to the consolidated financial statements of Verb Technology
Company, Inc. as of and for the year ended December 31, 2022. included in its Annual Report (Form 10-K) for the year ended December 31,
2023, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption “Experts”
in such Registration Statement.
/s/Weinberg
& Company, P.A.
Los
Angeles, California
December
30, 2024
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the inclusion in this Registration Statement of Verb Technology Company, Inc., and Subsidiaries. (the “Company”)
on Form S-8 of our report dated April 1, 2024 except for Note 17, as to which date is May 31, 2024, with respect to the consolidated
financial statements of Verb Technology Company, Inc., included in its Annual Report on Form 10K for the year ended December 31, 2023.
We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.
/s/
Grassi & Co., CPAs, P.C.
Jericho,
New York
December
30, 2024
Exhibit
107
Calculation
of Filing Fee Table
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
(Form
Type)
VERB
TECHNOLOGY COMPANY, INC.
(Exact
Name of Registrant As Specified in its Charter)
Table
1: Newly Registered Securities
|
|
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered(1) |
|
|
Proposed
Maximum
Offering
Price
Per
Share |
|
|
Maximum
Aggregate
Offering Price |
|
|
Fee
Rate |
|
|
Amount
of Registration
Fee |
|
Newly
Registered Securities |
|
Fees
to Be Paid |
|
Equity |
|
Common
Stock |
|
457(c)
and (h) |
|
|
15,000,000 |
(2) |
|
$ |
6.0417 |
(3) |
|
$ |
90,625,500 |
|
|
|
0.00015310 |
|
|
$ |
13,874.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
Previously Paid |
|
- |
|
- |
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
Total
Offering Amounts |
|
|
$ |
90,625,500 |
|
|
|
- |
|
|
$ |
13,874.76 |
|
Total
Fees Previously Paid |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
Total
Fee Offsets |
|
|
|
- |
|
|
|
- |
|
|
$ |
- |
|
Net
Fees Due |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
13,874.76 |
|
|
(1) |
Pursuant
to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended, there are also being registered an indeterminable number
of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
|
(2) |
Represents
shares of common stock reserved for future issuance under the Company’s 2019 Stock and Incentive Compensation Plan, as amended. |
|
(3) |
Estimated
solely for the purpose of calculating the registration fee under Rule 457(c) and (h) of the Securities Act on the basis of the average
of the high and low sales price per share of common stock on December 23, 2024, as reported on the Nasdaq Capital Market. |
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