Verb Technology Company, Inc. Annual report pursuant to Section 13 and 15(d)

The November Note matures eighteen months following the date of issuance. Commencing Nine months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount.

Debt redemption amount

$ 300,000

Notes Payable

$ 1,692,000

$ 5,544,000

Exchange Agreement [Member] | Subsequent Event [Member] | November Notes [Member]

Exchange reduction, outstanding balance

$ 1,720,000

Exchange Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | November Notes [Member]

Shares issued

11,484,403

Exchange reduction, outstanding balance

$ 1,720

Subscription Agreements [Member] | Subsequent Event [Member]

Sale of common stock from public offering, shares

27,397,258

Sale of common stock from public offering

$ 6,575,000

Common stock, par value

$ 0.0001

Sale of stock, price per share

$ 0.24

[1]

On November 7, 2022, the Company entered into a note purchase agreement (the “November Note Purchase Agreement”) and promissory note with an institutional investor (the “November Note Holder”) providing for the sale and issuance of an unsecured, non-convertible promissory note in the original principal amount of $5,470, which has an original issue discount of $470, resulting in gross proceeds to the Company of approximately $5,000 (the “November Note,” and such financing, the “November Note Offering”). The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. Until all obligations under the November Note have been paid in full, the Company is not permitted to grant a security interest in any of its assets, or to issue securities convertible into shares of common stock, subject in each case to certain exceptions. verbMarketplace, LLC entered into a guaranty, dated November 7, 2022, in connection with the November Note Offering, pursuant to which it guaranteed the obligations of the Company under the November Note in exchange for receiving a portion of the loan proceeds.