Business Context and Reporting Period
This Form 8-K Current Report was filed by Verb Technology Company, Inc. (trading symbol: VERB) on October 28, 2022, covering events occurring on October 25, 2022. The registrant is a Nevada corporation headquartered in Lehi, Utah, with common stock and warrants listed on The Nasdaq Stock Market LLC.
Key Financial Metrics and Transaction Details
The filing details a Registered Direct Offering rather than periodic financial performance metrics. Key transaction figures include:
- Securities Issued: 12,500,000 shares of Common Stock and warrants to purchase 12,500,000 shares.
- Purchase Price: $0.32 per share and accompanying warrant.
- Gross Proceeds: $4.0 million (before deducting placement agent commissions and offering expenses).
- Warrant Terms: Exercise price of $0.34 per share.
- Placement Agent Fee: 6.0% of aggregate gross proceeds.
Material Changes and Agreements
The primary material change is the entry into a Securities Purchase Agreement and a Placement Agency Agreement with A.G.P./Alliance Global Partners. Additionally, the Company agreed to amend terms of common stock purchase warrants issued on April 20, 2022, to:
- Reduce the exercise price to $0.34.
- Set the exercisability period to commence six months from the amendment date, remaining exercisable for five years and six months thereafter.
Outlook, Risks, and Management Commentary
The filing does not provide specific forward-looking guidance, management commentary on future operations, or a discussion of risks beyond the standard representations and warranties customary in the Purchase and Placement Agency Agreements. The Offering is being conducted pursuant to a Registration Statement on Form S-3 filed in March 2022. A press release announcing the pricing was issued on October 26, 2022.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 6.0% placement agent fee and other estimated offering expenses.
- Confirm the dilution impact of the 12,500,000 new shares and the potential dilution from the 12,500,000 new warrants.
- Review the specific terms of the warrant amendment for the April 2022 institutional investors to understand the full scope of the price reduction.
- Check the Company's current cash position to assess the immediate liquidity impact of the $4.0 million gross proceeds.