UNITED
STATES
SECURITIES
AID EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
VERB
TECHNOLOGY COMPANY, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
90-1118043 |
(State of incorporation
or
organization) |
|
(I.R.S. Employer
Identification No.) |
| 344
S. Hauser Blvd., Suite 414, Los Angeles, CA |
|
90036 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
| Securities
to be registered pursuant to Section 12(b) of the Act: |
|
| |
|
|
| Title
of each class |
|
Name
of each exchange on which |
| to
be so registered |
|
each
class is to be registered |
| Common
Stock, par value $0.0001 |
|
The
Nasdaq Stock Market LLC |
| Common
Stock Purchase Warrants |
|
The
Nasdaq Stock Market LLC |
| |
|
|
| |
|
|
| |
|
|
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities
Act registration statement file number to which this form relates: ___________ (if applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
| |
| (Title
of class) |
| |
| |
| (Title
of class) |
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be Registered.
The
Company’s description of its common stock is incorporated by reference from its Pre-effective Amendment No. 3 to its Registration
Statement on Form S-1, Registration No. 333-226840, as filed with the Securities and Exchange Commission on February 19, 2019.
The
Company’s description of its warrants incorporated by reference from its Pre-effective Amendment No. 3 to its Registration
Statement on Form S-1, Registration No. 333-226840, as filed with the Securities and Exchange Commission on February 19, 2019.
Item
2. Exhibits.
| Exhibit |
|
Description
of Exhibit |
| |
|
|
| 2.1 |
|
Share Exchange Agreement dated as of August 11, 2014 by and among Global System Designs, Inc., bBooth (USA), Inc. (formerly bBooth, Inc.), and the stockholders of bBooth (USA), Inc. (formerly bBooth, Inc.), which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 15, 2014, and is incorporated herein by reference thereto. |
| 3.1 |
|
Articles of Incorporation as filed with the Secretary of State of the State of Nevada on November 27, 2012, which was filed as Exhibit 3.1 to our Registration Statement on Form S-1 (File No. 333-187782) filed with the SEC on April 8, 2013, and is incorporated herein by reference thereto. |
| 3.2 |
|
Bylaws, which were filed as Exhibit 3.2 to our Registration Statement on Form S-1 (File No. 333-187782) filed with the SEC on April 8, 2013, and is incorporated herein by reference thereto. |
| 3.3 |
|
Certificate of Change as filed with the Secretary of State of the State of Nevada on October 6, 2014, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on October 22, 2014, and is incorporated herein by reference thereto. |
| 3.4 |
|
Articles of Merger as filed with the Secretary of State of the State of Nevada on October 6, 2014, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on October 22, 2014, and is incorporated herein by reference thereto. |
| 3.5 |
|
Articles of Merger as filed with the Secretary of State of the State of Nevada on April 4, 2017, which was filed as Exhibit 3.5 to our Current Report on Form 8-K filed with the SEC on April 24, 2017, and is incorporated herein by reference thereto. |
| 3.6 |
|
Certificate of Correction as filed with the Secretary of State of the State of Nevada on April 17, 2017, which was filed as Exhibit 3.6 to our Current Report on Form 8-K filed with the SEC on April 24, 2017, and is incorporated herein by reference thereto. |
| 3.7 |
|
Certificate of Change as filed with the Secretary of State of the State of Nevada on January 31 2019, which was filed as Exhibit 3.7 to our Annual Report on Form 10-K filed with the SEC on February 7, 2019, and is incorporated herein by reference. |
| 3.8 |
|
Articles of Merger as filed with the Secretary of State of the State of Nevada on January 31, 2019, which was filed as Exhibit 3.8 to our Annual Report on Form 10-K filed with the SEC on February 7, 2019, and is incorporated herein by reference. |
| 3.9 |
|
Certificate of Correction as filed with the Secretary of State of the State of Nevada on February 22, 2019, and is filed herewith. |
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
| |
VERB
TECHNOLOGY COMPANY, INC. |
| |
|
|
| March
12, 2019 |
By: |
/s/
Rory J. Cutatia |
| |
|
Rory
J. Cutaita, Chief Executive Officer |