0001566610 false 0001566610 2023-01-26 2023-01-26 0001566610 VERB:CommonStockParValue0.0001Member 2023-01-26 2023-01-26 0001566610 VERB:CommonStockPurchaseWarrantsMember 2023-01-26 2023-01-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):   January 26, 2023


Verb Technology Company, Inc.

(Exact Name of Registrant as Specified in Charter)


Nevada   001-38834   90-1118043
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)


3401 North Thanksgiving Way, Suite 240

Lehi, Utah

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code:   (855) 250-2300



(Former Name or Former Address, if Changed Since Last Report)


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 (see General Instruction A.2. below):


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(s)   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 1.02 Termination of a Material Definitive Agreement.


On January 26, 2023, Verb Technology Company, Inc., a Nevada corporation (the “Company”), terminated that certain common stock purchase agreement dated January 12, 2022, entered into with Tumim Stone Capital LLC, which provided for the sale by the Company of up to $50,000,000 of newly issued shares from time to time during the term of the agreement.


Effective January 26, 2023, the Company repaid in full all of its outstanding obligations under that certain securities purchase agreement dated January 12, 2022 entered into with three institutional investors (the “SPA”) which provided for the sale and issuance of an aggregate original principal amount of $6,300,000 in convertible notes due 2023. The convertible notes were repaid in full in cash prior to any conversions.


On January 26, 2023, the Company issued a press release announcing that repayment of its obligations under the SPA. A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statement and Exhibits.


(d) Exhibits.




99.1   Press Release dated January 26, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


Date: January 31, 2023 VERB TECHNOLOGY COMPANY, INC.
  By: /s/ Rory J. Cutaia
  Name: Rory J. Cutaia
  Title: President and Chief Executive Officer