UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On March 15, 2024, Verb Technology Company, Inc, a Nevada corporation (the “Company”), entered into subscription agreements with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors 3,750,000 shares (the “Shares”) of Common Stock, par value $0.0001 per share of the Company at a price of $0.24 per share for gross proceeds to the Company of $900,000.
The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company’s Form 1-A (the “Offering Statement”), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 14, 2024 and qualified on March 11, 2024.
The Shares were not placed through the efforts of a placement agent and no fees or commissions are to be paid on the transaction to anyone.
The offering is expected to close on or before March 18, 2024.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Number | Description | |
| 10.1 | Form of Subscription Agreement (Incorporated by reference to the Company’s Form 1-A Offering Statement filed on February 14, 2024) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: March 15, 2024 | VERB TECHNOLOGY COMPANY, INC. | |
| By: | /s/ Rory J. Cutaia | |
| Name: | Rory J. Cutaia | |
| Title: | President and Chief Executive Officer | |