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.

U.S. Small Business Administration [Member]

Short-Term Debt [Line Items]

Loans Payable

$ 350

Note One [Member]

Short-Term Debt [Line Items]

Maturity date

^[1]

Apr. 01, 2023

Debt instrument interest rate percentage

^[1]

12.00%

Note One [Member] | Related Party [Member]

Short-Term Debt [Line Items]

Notes payable

^[1]

$ 725

725

Note One [Member] | Mr Cutaia [Member]

Short-Term Debt [Line Items]

Conversion price

$ 41.20

Maturity date

Apr. 01, 2023

Note One [Member] | Mr Cutaia [Member] | Related Party [Member]

Short-Term Debt [Line Items]

Notes payable

$ 833

811

Note Two [Member]

Short-Term Debt [Line Items]

Maturity date

^[2]

Jun. 04, 2021

Debt instrument interest rate percentage

^[2]

12.00%

Note Two [Member] | Related Party [Member]

Short-Term Debt [Line Items]

Notes payable

^[2]

$ 40

Note Two [Member] | Mr Cutaia [Member]

Short-Term Debt [Line Items]

Conversion price

$ 41.20

Convertible notes payable

$ 343

Note Two [Member] | Mr Cutaia [Member] | Related Party [Member]

Short-Term Debt [Line Items]

Notes payable

$ 46

Note Three [Member]

Short-Term Debt [Line Items]

Maturity date

^[3]

May 15, 2050

Notes payable

$ 150

150

Debt instrument interest rate percentage

^[3]

3.75%

Note Three [Member] | Related Party [Member]

Short-Term Debt [Line Items]

Notes payable

^[3]

$ 150

Note Three [Member] | Mr Cutaia [Member]

Short-Term Debt [Line Items]

Notes payable

$ 150

Note Four [Member]

Short-Term Debt [Line Items]

Conversion price

$ 120.00

Maturity date

^[4]

Jan. 12, 2023

Principal amount of convertible notes

$ 6,300

1,350

Future debt or equity financings

15.00%

Proceeds from notes payable

$ 6,000

Debt instrument interest rate percentage

6.00%

^[4]

Debt Instrument discount percentage

5.00%

Payment of debt issuance costs

$ 461

Amortization of debt discount and issuance cost

$ 300

Unamortized debt discount

Debt issuance costs

Note Four [Member] | Related Party [Member]

Short-Term Debt [Line Items]

Notes payable

^[4]

1,350

Note Five [Member]

Short-Term Debt [Line Items]

Maturity date

^[5]

May 07, 2024

Notes payable

$ 5,470

Principal amount of convertible notes

$ 5,470

Debt instrument interest rate percentage

^[5]

9.00%

Payment of debt issuance costs

335

Amortization of debt discount and issuance cost

450

Unamortized debt discount

$ 323

402

Debt issuance costs

240

299

Original issue discount

470

$ 470

Debt gross proceeds

$ 5,000

Note Five [Member] | Related Party [Member]

Short-Term Debt [Line Items]

Notes payable

^[5]

$ 5,470

[1]	On December 1, 2015, the Company issued a convertible note payable to Mr. Cutaia, the Company’s Chief Executive Officer and a director, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $41.20, which was the closing price of the common stock on the amendment date. On May 12, 2022, the maturity date of the note was extended to April 1, 2023. As of March 31, 2023 and December 31, 2022, the outstanding balance under the note was $833 and $811, respectively.
[2]	On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $343, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $41.20, which was the closing price of the common stock on the amendment date. As of March 31, 2023 and December 31, 2022, the outstanding balance under the note was $46 and $45, respectively.
[3]	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. In September 2022, the SBA approved an additional loan of $350. As of May 22, 2023, the Company has not received these funds. As of March 31, 2023 and December 31, 2022, the outstanding balance under the note was $150.
[4]	On January 12, 2022, the Company entered into a securities purchase agreement (the “January Note Purchase Agreement”) with three institutional investors (collectively, the “January Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $6,300 in convertible notes due January 2023 (each, a “Note,” and, collectively, the “Notes,” and such financing, the “January Note Offering”). The Company and the January Note Holders also entered into a security agreement, dated January 12, 2022, in connection with the January Note Offering, pursuant to which the Company granted a security interest to the January Note Holders in substantially all of its assets. The January Note Purchase Agreement prohibits the Company from entering into an agreement to effect any issuance of common stock involving a Variable Rate Transaction (as defined therein) during the term of the agreement, subject to certain exceptions set forth therein. The January Note Purchase Agreement also gives the January Note Holders the right to require the Company to use up to 15% of the gross proceeds raised from future debt or equity financings to redeem the Notes, which redemptions have been elected by the January Note Holders. There are no financial covenants related to these notes payable.
[5]	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.