Business Context and Reporting Period
This Form 8-K was filed by Verb Technology Company, Inc. (trading symbol: VERB) on December 15, 2023. The report details the entry into a new material definitive agreement and the termination of a prior agreement regarding the sale of common stock.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The primary financial metric disclosed is the authorization to sell up to $960,000 of common stock through an At-the-Market (ATM) offering.
Material Changes
- New Agreement: Entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC to sell shares of common stock with an aggregate offering price of up to $960,000.
- Termination: Terminated the previous At-The Market Issuance Sales Agreement dated November 16, 2021, with Truist Securities, Inc.
Guidance, Outlook, and Risks
The Company retains discretion to set sales parameters, including the number of shares, timing, daily limits, and minimum price thresholds. The Company or the Agent may suspend or terminate the agreement at their sole discretion. The filing notes that no offer or sale will occur in jurisdictions where such actions would be unlawful prior to registration.
Investor Verification Checklist
- Verify the current market price of VERB common stock to assess potential dilution from the $960,000 ATM offering.
- Review the full text of the Sales Agreement (Exhibit 10.1) for specific commission fees and termination conditions.
- Confirm the status of the underlying shelf registration statement (No. 333-264038) to ensure it remains effective.
- Monitor future filings for actual share sales executed under the new agreement with Ascendiant Capital Markets.