February 15, 2019

Rory J. Cutaia
Chief Executive Officer
Verb Technology Company, Inc.
344 S. Hauser Blvd., Suite 414
Los Angeles, CA 90036

       Re: Verb Technology Company, Inc.
           Amendment No. 2 to
           Registration Statement on Form S-1
           Filed February 7, 2019
           File No. 333-226840

Dear Mr. Cutaia:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-1

Cover Page

1.     We note that, in addition to offering common stock, you are now offering
warrants to
       purchase up to 1,307,190 shares of common stock. Please clarify if the
warrants and
       common stock must be purchased together or if each respective type of
security will only
       be sold on its own. In this regard, we note that you do not disclose the
separate offering
       price of the warrants. If you will only offer the warrants and common
stock together, then
       you must register them as units in your offering, even if the common
stock and warrants
       are immediately separable following the offering. If you plan to offer
units, please revise
       the registration statement fee table and prospectus cover page to
identify the units as
       securities in the offering, identifying the components of the units. The
pricing table on the
 Rory J. Cutaia
Verb Technology Company, Inc.
February 15, 2019
Page 2
         prospectus cover page should reflect the common stock and warrants
priced as one
         security with a footnote indicating the assigned values to each of the
securities. For
         guidance, please refer to Questions 240.05 and 240.06 of our
Compliance and Disclosure
         Interpretations, Securities Act Rules. Lastly, your legality opinion
should address the
         legality of the units being offered. Please refer to Staff Legal
Bulletin No. 19 (CF).
2.       Disclose whether the warrants will be quoted or listed for trading.
3.       Please clarify whether the offering is conditioned on your receipt of
approval for listing of
         your common stock on the Nasdaq Capital Market.
4.       We note that you use an assumed public offering price per share based
upon the last
         reported sale price of your common stock on the OTCQB. Disclose that
recent sale prices
         or quotes for shares of your common stock on the OTCQB may not be
indicative of the
         market price on a national securities exchange, such as the Nasdaq.
Dilution, page 21

5.       Refer to footnote (1) to the dilution table on page 21 where you state
that two convertible
         notes in the principal amount of $400,000 "will be converted into
shares of our Common
         Stock registered pursuant to the registration statement of which this
prospectus is a part."
         Please revise your registration statement to register these shares or
advise.
        You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376
or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Joshua
Shainess,
Attorney-Adviser, at (202) 551-7951 or Kathleen Krebs, Special Counsel, at
(202) 551-3350
with any other questions.



FirstName LastNameRory J. Cutaia                               Sincerely,
Comapany NameVerb Technology Company, Inc.
                                                               Division of
Corporation Finance
February 15, 2019 Page 2                                       Office of
Telecommunications
FirstName LastName