Verb Technology Company, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

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.

Note One [Member]

Short-Term Debt [Line Items]

Notes payable

^[1]

118

137

Reduction in note balance

^[1]

$ 150

Debt interest

^[1]

3.75%

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

Short-Term Debt [Line Items]

Notes payable

$ 118

137

$ 150

Note Two [Member]

Short-Term Debt [Line Items]

Notes payable

^[2]

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 issuance cost

$ 450

Unamortized debt discount

Debt issuance costs

Amortization of debt discount

Reduction in note balance

^[2]

$ 5,470

Debt interest

^[2]

9.00%

Note Two [Member] | Exchange Agreement [Member]

Short-Term Debt [Line Items]

Reduction in note balance

$ 1,720

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

Short-Term Debt [Line Items]

Shares issued for reduction of notes

57,422

Note Three [Member]

Short-Term Debt [Line Items]

Notes payable

^[3]

$ 1,005

Principal amount of convertible notes

$ 1,005

Reduction in note balance

^[3]

$ 1,005

Debt interest

9.00%

^[3]

Debt instrument term

18 months

Shares issued at a discount stated percentage

10.00%

Loss on issue of shares at discount

$ 90

Note Three [Member] | Exchange Agreement [Member]

Short-Term Debt [Line Items]

Reduction in note balance

$ 1,057

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

Short-Term Debt [Line Items]

Shares issued for reduction of notes

38,151

[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. Monthly payments, including principal and interest, began on October 26, 2022. As of December 31, 2024, and 2023, the outstanding balance under the note was $118 and $137, respectively. See Note 18 – Subsequent Events.
[2]	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.
[3]	On October 11, 2023, the Company entered into a note purchase agreement with Streeterville pursuant to which Streeterville 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.