Business Context and Reporting Period
This Form 8-K was filed by Verb Technology Company, Inc. (trading symbol: VERB) on August 20, 2021. The report discloses the entry into a material definitive agreement regarding a new equity financing facility. The company is incorporated in Nevada and maintains its principal executive offices in American Fork, Utah.
Key Financial Metrics and Transaction Details
This filing does not contain audited financial statements, revenue, profit, or cash flow data. The primary financial metric disclosed relates to the new financing agreement:
- Maximum Offering Size: Up to $18,000,000 in common stock (Placement Shares).
- Commission Fee: Up to 3.0% of gross proceeds paid to the Sales Agent (Truist Securities, Inc.).
- Use of Proceeds: Working capital and general corporate purposes.
- Agreement Term: Two years from the date of the agreement, or until all shares are sold, whichever occurs first.
Material Changes
The material change reported is the execution of an At-The-Market Issuance Sales Agreement with Truist Securities, Inc. This agreement enables the company to sell shares of its common stock through "at the market offerings" as defined under Rule 415 of the Securities Act. The shares are registered under a previously effective Form S-3 Registration Statement (File No. 333-252167).
Outlook, Risks, and Management Commentary
Management Commentary: The company intends to utilize the net proceeds from the offering for working capital and general corporate purposes. Management retains the discretion to suspend offers or terminate the agreement at any time.
Risks and Contingencies:
- Market Dependency: Sales are subject to normal trading practices and market conditions; the company has no obligation to sell any shares.
- Dilution: The issuance of Placement Shares will result in dilution to existing shareholders.
- Legal Compliance: The report explicitly states it does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful prior to registration.
Key Facts for Investor Verification
- Verify the current trading volume and price of VERB stock to assess the potential dilution impact of selling up to $18 million in shares.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific termination rights and indemnification obligations.
- Confirm the company's current cash position and working capital needs to understand the urgency of utilizing this facility.
- Check subsequent filings to determine if and when the company has actually sold shares under this agreement.