Verb Technology Company, Inc. Quarterly report pursuant to Section 13 or 15(d)

The warrants are fully vested, exercisable at $2.61 per share and will expire in three years. There were no other changes to the original terms of the note payable. In accordance with ASC 450-70, modifications or exchanges are considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. The instruments are considered “substantially different” when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. As the fair value of the warrants granted amounted to $287,000 for which is approximately 40% of the outstanding note payable, pursuant to ASC 470, the Company accounted the modification as an extinguishment of debt which requires the measurement of the modified debt and additional consideration to be at fair value.

Gain (loss) on extinguishment of debt

$ 287,000

Mr.Cutaia [Member] | Note 2 [Member]

Debt Instrument [Line Items]

Interest rate

12.00%

Maturity date description

April 2017

Outstanding balance

112,000

Notes payable - related parties, net

$ 112,000

Mr.Cutaia [Member] | Note 3 [Member]

Debt Instrument [Line Items]

Interest rate

12.00%

Maturity date description

June 4, 2021

Percentage of debt conversion

30.00%

Conversion into common stock value issued

$ 200,000

$ 103,000

Outstanding balance

$ 343,000

Notes payable - related parties, net

$ 40,000

$ 240,000

Remaining debt amount

$ 240,000

Conversion into common stock shares issued

1,941.75

Conversion price per share

$ 0.0103

[1]	On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. The note bears interest at a rate of
[2]	On December 1, 2015, the Company issued a note payable to a former member of the Company’s board of directors, in the amount of $112,000, representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017.
[3]	On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. A total of 30% of the original note balance or $103,000 was convertible to common stock and was converted in 2018 while the remaining note balance of $240,000 is not convertible. The note bears interest at a rate of 12% per annum, is secured by the Company’s assets, and matured on June 4, 2021, as amended. On May 19, 2021 the Board approved the ability to convert the note into equity at the discretion of the holder. The conversion price is the fair market value of the Company’s common stock on the day of conversion. On May 19, 2021 $200,000 was converted into 194,175 shares of common stock. The conversion price was $1.03 that was the closing price of the Company’s common stock on the day of conversion.