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 of Report: April 22, 2025
Event: Entry into a Material Definitive Agreement and unregistered sale of equity securities.
Key Financial Metrics and Transaction Details
- Transaction Type: Sale of 5,000 shares of newly designated Non-Convertible, Non-Voting Series D Preferred Stock.
- Investor: Streeterville Capital, LLC.
- Total Purchase Price: $5,000,000.
- Face Value per Share: $1,200.
- Use of Proceeds: General corporate purposes.
- Dividend/Return Rate: 9% per year, compounded annually (Preferred Return).
- Payment Terms: Quarterly payments in cash or additional shares at the Company's discretion.
- Voting Rights: None, except for matters materially affecting the Series D stock.
Material Changes and Structural Amendments
On April 23, 2025, the Company filed a Certificate of Designation with the Nevada Secretary of State, authorizing 7,500 shares of Series D Preferred Stock. The transaction represents a new capital raise distinct from prior periods, introducing a fixed-income-like instrument with a 9% annual return obligation. The sale was conducted under Section 4(a)(2) of the Securities Act of 1933, exempting it from registration.
Outlook, Risks, and Management Commentary
- Redemption Rights: The Company retains the sole discretion to redeem the Series D Stock in whole or in part at any time, paying the "Redemption Price" (Liquidation Amount).
- Liquidity Impact: The transaction provides immediate liquidity of $5 million but creates a recurring quarterly cash or equity obligation based on the 9% accrual rate.
- Financial Statements: This 8-K filing does not contain audited financial statements, revenue figures, profit margins, or debt levels beyond the terms of this specific preferred stock issuance.
Investor Verification Checklist
- Verify the full text of the Securities Purchase Agreement (Exhibit 10.1) for covenants or restrictions not summarized in the 8-K.
- Review the Certificate of Designation (Exhibit 3.1) to confirm the exact calculation of the "Liquidation Amount" and redemption triggers.
- Assess the Company's current cash position to determine its ability to meet quarterly 9% return payments in cash versus issuing additional shares.
- Confirm the total authorized share count post-issuance to evaluate potential dilution if the Company elects to pay returns via share issuance.