Business Context and Reporting Period
This Form 8-K filing by Verb Technology Company, Inc. (trading as VERB) reports a material definitive agreement entered into on March 18, 2024. The company is a Nevada corporation with principal executive offices in Las Vegas. The filing details a private placement of common stock to institutional investors.
Key Financial Metrics
- Transaction Type: Private placement of Common Stock.
- Shares Issued: 20,851,667 shares.
- Price Per Share: $0.24.
- Gross Proceeds: $5,004,400.08.
- Transaction Costs: No commissions were paid in connection with the sale.
- Expected Closing Date: On or before March 19, 2024.
The filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity positions as this is a current report regarding a specific transaction rather than a periodic financial statement.
Material Changes
The primary material change is the increase in outstanding common stock and the influx of gross proceeds from the sale of 20,851,667 shares. This transaction was conducted at-the-market under Nasdaq rules pursuant to the Company's Form 1-A Offering Statement, which was qualified on March 11, 2024.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosures inherent in a securities offering. The transaction was placed through the efforts of the Chief Executive Officer, Rory Cutaia.
Investor Verification Checklist
- Verify the final closing date of the offering (expected by March 19, 2024).
- Confirm the total number of shares outstanding post-closing to assess dilution impact.
- Review the Form 1-A Offering Statement (filed February 14, 2024) for detailed use of proceeds and investor terms.
- Monitor subsequent filings for the actual cash receipt and any changes to the company's capital structure.