false 0001566610 0001566610 2024-02-02 2024-02-02 0001566610 VERB:CommonStockParValue0.0001Member 2024-02-02 2024-02-02 0001566610 VERB:CommonStockPurchaseWarrantsMember 2024-02-02 2024-02-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):   February 2, 2024

 

Verb Technology Company, Inc.
(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-38834   90-1118043
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

2700 S Las Vegas Blvd., Suite 2301    
Las Vegas, Nevada   89109
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code:   (855) 250-2300

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   VERB   The Nasdaq Stock Market LLC
Common Stock Purchase Warrants   VERBW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, (the “June 30 Report”), the Company’s total stockholders’ equity as of June 30, 2023 was ($1,818,000). On August 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“NASDAQ”) indicating that it did not meet the minimum of $2,500,000 in stockholders’ equity required by NASDAQ Listing Rule 5550(b)(1) (the “Listing Rule”) for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Listing Rule and the instructions from NASDAQ, on October 9, 2023 the Company submitted a plan to regain compliance with the Listing Rule and was given an extension until February 14, 2024 to evidence compliance through a public filing.

 

As previously reported, on December 29, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company sold and Investor purchased 3,000 shares of the Company’s newly designated non-convertible Series C Preferred Stock (the “Shares”) for a total purchase price of $3,000,000 (the “Purchase Price”). The Shares have a 10% stated annual dividend, no voting rights and has a face value of $1,300 per share. The sale of the Shares was consummated on December 29, 2023. Additionally, during the period from the June 30 Report through December 31, 2023, the Company paid-down and otherwise reduced its debt from $8,340,700 to $2,854,486, representing a debt reduction of $5,486,214.

 

Based on the foregoing, the Company believes its total stockholders’ equity as of December 31, 2023 on the Company’s balance sheet is $3,125,000. The unaudited balance sheet as of December 31, 2023 is attached to this Current Report as Exhibit 99.1.

 

Accordingly, as of the date of this Current Report, the Company believes that it has regained compliance with the stockholders’ equity requirement of NASDAQ Listing Rule 5550(b)(1) for continued listing.

 

NASDAQ will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance as reported herein, it may be subject to delisting.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
     
99.1   Unaudited Balance Sheet as of December 31, 2023
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 5, 2024 Verb Technology Company, Inc.
     
  By: /s/ Rory J. Cutaia
  Name: Rory J. Cutaia
  Title: President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

VERB TECHNOLOGY COMPANY, INC.

CONSOLIDATED UNAUDITED BALANCE SHEET

(in thousands, except share and per share data)

 

   2022 
ASSETS     
      
Current assets     
Cash  $4,353 
Prepaid expenses and other current assets   331 
Total current assets   4,684 
      
Capitalized software development costs, net   3,990 
ERC receivable   1,528 
Property and equipment, net   43 
Operating lease right-of-use assets   218 
Intangible assets, net   117 
Other non-current assets   259 
      
Total assets  $10,839 
      
LIABILITIES AND STOCKHOLDERS’ EQUITY     
      
Current liabilities     
Accounts payable  $1,408 
Accrued expenses   3,278 
Accrued officers’ compensation   648 
Notes payable, current   1,787 
Operating lease liabilities, current   67 
      
Total current liabilities   7,188 
      
Long-term liabilities     
Notes payable, non-current   362 
Operating lease liabilities, non-current   164 
Total liabilities   7,714 
      
Commitments and contingencies     
      
Stockholders’ equity     
Series C Preferred Stock, $0.0001 par value, 5,000 shares authorized, 3,000 and 0 shares issued and outstanding as of December 31, 2023 and 2022   2,980 
Class A units, 3 shares issued and authorized as of December 31, 2023 and 2022   - 
Common stock, $0.0001 par value, 400,000,000 shares authorized, 21,231,355 and 2,918,017 shares issued and outstanding as of December 31, 2023 and December 31, 2022   2 
Additional paid-in capital   175,765 
Accumulated deficit   (175,622)
      
Total stockholders’ equity   3,125 
      
Total liabilities and stockholders’ equity  $10,839 

 

 

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Feb. 02, 2024
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Entity File Number 001-38834
Entity Registrant Name Verb Technology Company, Inc.
Entity Central Index Key 0001566610
Entity Tax Identification Number 90-1118043
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 2700 S Las Vegas Blvd.
Entity Address, Address Line Two Suite 2301
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89109
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Common Stock, par value $0.0001  
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Trading Symbol VERB
Security Exchange Name NASDAQ
Common Stock Purchase Warrants  
Title of 12(b) Security Common Stock Purchase Warrants
Trading Symbol VERBW
Security Exchange Name NASDAQ
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