Business Context and Reporting Period
Company: Verb Technology Company, Inc. (Note: Request metadata listed "TON Strategy Co," but the filing identifies the registrant as Verb Technology Company, Inc.)
Filing Type: Form 8-K (Current Report)
Date: August 8, 2025
Event: Entry into a Controlled Equity Offering SM Sales Agreement.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It is a disclosure of a new financing facility.
- Maximum Offering Size: Up to $1,000,000,000 (aggregate sales price).
- Commission Rate: Up to 3% of gross proceeds.
- Securities: Common Stock, par value $0.0001 per share (Trading Symbol: VERB).
Material Changes
The Company has established a new "at-the-market" (ATM) equity offering program. This allows the Company to sell shares from time to time at its option through Cantor Fitzgerald & Co. and Cohen & Company Capital Markets. There are no reported changes to prior period financial results in this document.
Guidance, Outlook, and Risks
Management Commentary: The Company has no obligation to sell any shares under the agreement and may suspend or terminate the Sales Agreement at any time. Sales will be made based on the Company's instructions and market conditions.
Risks/Contingencies: Proceeds from the offering, if any, will be subject to a 3% commission. The actual amount of capital raised is uncertain as the Company is not obligated to sell any shares.
Investor Verification Checklist
- Verify the current market price of VERB stock to assess potential dilution impact.
- Review the full text of the Sales Agreement (Exhibit 1.2) for specific terms and conditions.
- Check the Company's existing cash position to determine the immediate necessity of this financing.
- Monitor future filings for actual sales volumes and proceeds generated under this agreement.