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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Verb Technology Company, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
92337U302 (CUSIP Number) |
James P. Geiskopf 3024 Sierra Juniper Court,, Las Vegas, NV, 89138 (855) 250-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92337U302 |
| 1 |
Name of reporting person
Geiskopf James P | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
801,616.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The number of securities in Rows 7, 9 and 11 represents beneficial ownership of (i) 400,000 restricted stock units, of which all 400,000 have vested, (ii) 160,000 restricted stock units, of which all 160,000 have vested, (iii) 80,000 restricted stock units, of which all 80,000 have vested (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 60,000 restricted stock units, of which all 60,000 have vested, (vi) 169 shares of common stock, (vii) 40,589 restricted stock units, of which 40,589 have vested, and (viii) 858 shares of common stock underlying stock options exercisable within 60 days.
This percentage is calculated based upon 60,538,922 shares of common stock issued and outstanding as of August 8, 2025 and 858 shares of common stock issuable upon exercise of the options that are exercisable within 60 days.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
Verb Technology Company, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3024 SIERRA JUNIPER COURT, LAS VEGAS,
NEVADA
, 89138. | |
Item 1 Comment:
On August 7, 2025, the issuer completed transactions involving the entry into a subscription agreement with certain institutional investors for the issuance of 57,425,254 shares of the Common Stock and 1,276,863 pre-funded warrants to purchase shares of Common Stock. Following the transaction, the Company had 60,538,922 shares of Common Stock outstanding.
This Amendment No.2 is being filed to update the number of shares of Common Stock of the issuer, and the aggregate percentage of the common stock of the issuer beneficially owned by the reporting person due to changes in outstanding common stock figures of the issuer resulting from the transactions, and not in connection with a disposition of any common stock by the reporting person.
In connection with the transaction described above, the Reporting Person also resigned as a director of the issuer.
As a result of the transactions described herein, the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person. | ||
| Item 2. | Identity and Background | |
| (a) | James P. Geiskopf | |
| (b) | 3024 Sierra Juniper Court, Las Vegas, NV 89138 | |
| (c) | None | |
| (d) | No | |
| (e) | No | |
| (f) | United States | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person currently beneficially owns 801,616 shares of common stock, including (i) 400,000 restricted stock units, of which all 400,000 have vested, (ii) 160,000 restricted stock units, of which all 160,000 have vested, (iii) 80,000 restricted stock units, of which all 80,000 have vested, (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 60,000 restricted stock units, of which all 60,000 have vested, (vi) 169 shares of common stock, (vii) 40,589 restricted stock units, of which 40,589 have vested, and (viii) 858 shares of common stock underlying stock options exercisable within 60 days, which represents 1.32% of the outstanding shares of common stock of the Issuer. Such percentage is calculated based on 60,538,922 shares of common stock outstanding as of August 8, 2025 and 858 shares of common stock issuable upon exercise of the options exercisable within 60 days. | |
| (b) | The Reporting Person currently beneficially owns 801,616 shares of common stock, including (i) 400,000 restricted stock units, of which all 400,000 have vested, (ii) 160,000 restricted stock units, of which all 160,000 have vested, (iii) 80,000 restricted stock units, of which all 80,000 have vested (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 60,000 restricted stock units, of which all 60,000 have vested, (vi) 169 shares of common stock, (vii) 40,589 restricted stock units, of which 40,589 have vested, and (viii) 858 shares of common stock underlying stock options exercisable within 60 days, which represents 1.32% of the outstanding shares of common stock of the Issuer. Such percentage is calculated based on 60,538,922 shares of common stock outstanding as of August 8, 2025 and 858 shares of common stock issuable upon exercise of the options exercisable within 60 days. | |
| (c) | There have been no transactions in the class of securities reported on that were effected within the past 60 days. | |
| (d) | The Reporting Person does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities described herein. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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