VERB Stockholders Vote To Reverse Split VERB Shares To Retain Nasdaq Listing
Los Alamitos, Calif. and Las Vegas, Oct. 04, 2024 (GLOBE NEWSWIRE) -- 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.
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Released October 4, 2024