Business Context and Reporting Period
This Form 8-K was filed by Verb Technology Company, Inc. (trading symbol: VERB) on August 18, 2023. The report addresses two primary events: a notice from Nasdaq regarding a failure to meet continued listing standards and the results of the Company's Annual Meeting of Stockholders held on the same date.
Key Financial Metrics
The filing references financial data from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2023, specifically regarding stockholders' equity.
- Stockholders' Equity (as of June 30, 2023): ($1,818,000) (Negative)
- Nasdaq Minimum Equity Requirement: $2,500,000
- Revenue, Profit, Cash Flow, Debt, and Margins: The filing text does not provide specific values for these metrics.
Material Changes and Listing Status
The Company received a deficiency notice from Nasdaq indicating that its stockholders' equity of ($1,818,000) failed to satisfy Listing Rule 5550(b)(1), which requires a minimum of $2,500,000. This deficiency does not immediately impact the listing of the common stock. The Company has 45 calendar days (until October 2, 2023) to submit a plan to regain compliance. If accepted, the Company may receive an extension of up to 180 days to restore equity levels.
Outlook, Risks, and Corporate Actions
Annual Meeting Results:
- Attendance: 1,862,956 shares (43.43% of eligible shares) were represented, constituting a quorum.
- Director Elections: Rory J. Cutaia, James P. Geiskopf, Kenneth S. Cragun, and Edmund C. Moy were elected to serve until the 2024 annual meeting.
- Accounting Firm Ratification: Stockholders ratified the appointment of Grassi & CO., CPAs, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
Risks and Contingencies:
- There is no assurance that Nasdaq will accept the Company's plan to regain compliance.
- If the plan is rejected or compliance is not achieved within the extension period, Nasdaq may issue a delisting determination.
- The Company retains the right to request a hearing before a Nasdaq Hearings Panel, which would stay any delisting action.
Investor Verification Checklist
- Verify the Company's plan to regain compliance with Nasdaq's $2.5 million stockholders' equity requirement by the October 2, 2023 deadline.
- Monitor the status of the deficiency notice and any potential delisting determination from Nasdaq.
- Review the full Form 10-Q for the quarter ended June 30, 2023, to understand the drivers of the negative stockholders' equity.
- Confirm the final voting results for the ratification of the independent auditor and the election of directors.