0001566610 false 0001566610 2021-10-04 2021-10-04 0001566610 VERB:CommonStockParValue0.0001Member 2021-10-04 2021-10-04 0001566610 VERB:CommonStockPurchaseWarrantsMember 2021-10-04 2021-10-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, DC 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): October 4, 2021


Verb Technology Company, Inc.

(Exact Name of the Registrant as Specified in Charter)


Nevada   001-38834   90-1118043

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


782 S. Auto Mall Drive,

American Fork, Utah

(Address of Principal Executive Offices)   (Zip Code)


(855) 250-2300

Registrant’s telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.0001   VERB   The Nasdaq Stock Market LLC
Common Stock Purchase Warrants   VERBW   The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 13(a) of the Exchange Act. ☐






Item 1.02Termination of a Material Definitive Agreement


On October 2, 2021, Verb Technology Company, Inc. (the “Company”) delivered written notice to Truist Securities, Inc. (“Truist”) to terminate the At-The-Market Issuance Sales Agreement entered into between the Company and Truist (the “Sales Agreement”) and instructing them to cease offers or sales of Placement Shares (as defined in the Sales Agreement) immediately.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Verb Technology Company, Inc.
Date: October 4, 2021 By: /s/ Rory J. Cutaia
    Rory J. Cutaia
    Chairman, Chief Executive Officer, President and Secretary