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

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.

Exchange Agreement [Member]

Short-Term Debt [Line Items]

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 1,057

Exchange Agreement [Member] | Common Stock [Member]

Short-Term Debt [Line Items]

Issuance of shares

38,151

Note One [Member]

Short-Term Debt [Line Items]

Notes payable

^[1]

$ 123

137

Debt interest

^[1]

3.75%

Note One [Member] | U.S. Small Business Administration [Member]

Short-Term Debt [Line Items]

Notes payable

$ 123

137

$ 150

Note Two [Member]

Short-Term Debt [Line Items]

Notes payable

1,179

Principal amount of convertible notes

$ 5,470

Original issue discount

470

Debt gross proceeds

5,000

Payment of debt issuance costs

335

Amortization of debt discount

$ 450

Unamortized debt discount

Debt issuance costs

Amortization of debt discount

$ 73

Debt interest

9.00%

Note Two [Member] | Exchange Agreement [Member]

Short-Term Debt [Line Items]

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 1,720

Note Two [Member] | Exchange Agreement [Member] | Common Stock [Member]

Short-Term Debt [Line Items]

Stock Issued During Period, Shares, New Issues

57,422

Note Three [Member]

Short-Term Debt [Line Items]

Notes payable

^[2]

$ 1,005

Principal amount of convertible notes

$ 1,005

Debt interest

9.00%

^[2]

9.00%

^[2]

9.00%

[1]	On May 15, 2020, the Company executed an unsecured loan with the SBA under the Economic Injury Disaster Loan program in the amount of $150. Installment payments, including principal and interest, began on October 26, 2022. As of September 30, 2024 and December 31, 2023, the outstanding principal and accrued interest balance due under the note was $123 and $137, respectively.
[2]	On October 11, 2023, the Company entered into a note purchase agreement with an institutional investor pursuant to which the investor purchased the Note in the aggregate principal amount of $1,005. The Note bears interest at 9.0% per annum compounded daily. The maturity date of the Note is 18 months from the date of its issuance.