Business Context and Reporting Period
This Form 8-K was filed by Verb Technology Company, Inc. (trading as VERB) on April 22, 2022, reporting events occurring on April 20, 2022. The company is a Nevada corporation headquartered in American Fork, 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 with the following specific metrics:
- Securities Issued: 14,666,667 shares of Common Stock and warrants to purchase an equal number of shares (14,666,667).
- Purchase Price: $0.75 per share for both the Common Stock and the Warrants.
- Aggregate Gross Proceeds: $11.0 million (before deducting placement agent commissions and offering expenses).
- Placement Agent Fee: 6.0% of aggregate gross proceeds payable to A.G.P./Alliance Global Partners.
The filing does not provide current revenue, profit, cash flow, margin, or debt figures, as this report focuses solely on the capital raise transaction.
Material Changes
The primary material change is the entry into a Material Definitive Agreement (Item 1.01) for the sale of equity securities. This transaction increases the company's share count and outstanding warrants, resulting in immediate dilution to existing shareholders. The offering was conducted pursuant to a Registration Statement on Form S-3 declared effective on April 14, 2022.
Outlook, Risks, and Management Commentary
Management announced the pricing of the offering via a press release on April 21, 2022 (Item 8.01). The filing does not contain specific forward-looking guidance, risk factors, or management commentary regarding future operations beyond the execution of the securities purchase agreement. The agreements include customary representations, warranties, and indemnification obligations.
Key Facts for Investor Verification
- Verify the final net proceeds after deducting the 6.0% placement agent fee and other estimated offering expenses.
- Confirm the exact number of shares outstanding post-closing to assess the dilution impact of the 14,666,667 new shares.
- Review the specific terms of the Warrants (e.g., expiration date, exercise conditions) in Exhibit 4.1.
- Check the company's cash position prior to this transaction to understand the liquidity improvement relative to the $11.0 million gross raise.