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This means the market cap is 13.5M of this no revenue, no prospects, no product company. It will for sure drop to at least the 10M next week. New lows for sure.
“As of March 28, 2024, there were 79,300,788 shares of common stock, $0.0001 par value per share, outstanding.”
From the 10-K: https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000149315224012416/form10-k.htm
As of May 9, 2024, there were 104,587,364 shares of common stock, $0.0001 par value per share, outstanding.
From Q1 10-Q:https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000149315224018691/form10-q.htm
Rory said Verb had enough money to last 14 months, then days later Verb files an amendment to the prospectus to sell (dilute) more shares to raise more money…
Was he lying in the May 2nd release?
Fifth paragraph: https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000149315224017486/form8-k.htm
“The Company also stated in the Form 10-K that “[W]e believe that our enhanced cash position coupled with our substantially reduced current operating costs means our operations are fully funded for at least the next 14 months, and possibly longer subject to revenue generation during that period. As a result, we have alleviated substantial doubt about the Company’s ability to continue as a going concern.”
So another 25M shares sold since 3/31/24....?
I totally disagree. They already had an ATM offering they just increased it because they know a 10M+ market cap is not sustainable with revenues of 7k/quarter.
"An at-the-market (ATM) offering is a tool a publicly traded company can use to raise capital quickly by incrementally selling new shares into the stock market. These offerings are more flexible and cheaper than traditional secondary stock offerings, and they can allow companies to raise money by leveraging company milestones, planned news releases, as well as upward trends in company’s share price or a broader bull market."
Looks like VERB expects the SP to rise again soon, like the last time they had an ATM. Must be some more good news coming soon imo.
Wow wow wow
Just no revenue prospects at all.
So with 14M in cash (really 11M with the accrued expenses) they need to sell off some 30% of the company for more cash now?
I wonder if they wanted to dilute now with the shares price now before the market cap falls with performance like this.
$7000.00 revenue for Q1, thoughts?
Thoughts on tonight’s filings? Especially since Rory indicated in the May 2nd press release about being fully funded for at least the next 14 months?
If so, why the supplemental filing to raise more money?
WTF???
Wait a minute, didn’t Rory say in the press release dated May 2nd that Verb was fully funded for at least the next 14 months?
Why, yes he did!
Fifth paragraph: https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000149315224017486/form8-k.htm
“The Company also stated in the Form 10-K that “[W]e believe that our enhanced cash position coupled with our substantially reduced current operating costs means our operations are fully funded for at least the next 14 months, and possibly longer subject to revenue generation during that period. As a result, we have alleviated substantial doubt about the Company’s ability to continue as a going concern.”
8-K filing: https://www.sec.gov/Archives/edgar/data/1566610/000149315224018691/form10-q.htm
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on December 15, 2023, Verb Technology Company, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) to sell shares of its common stock, par value $0.0001 (the “Common Stock”), having an aggregate offering price of up to $960,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). On December 15, 2023, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $960,000 of common stock in the ATM Offering (the “Prospectus Supplement”).
As previously reported, on March 19, 2024, the Company entered into the First Amendment to At-The-Market Issuance Sales Agreement, dated March 19, 2024 to increase the number of shares to be sold in the ATM Offering to $6,260,000.
As previously reported, on March 29, 2024, the Company entered into the Second Amendment to At-The-Market Issuance Sales Agreement, dated March 29, 2024 to increase the number of shares to be sold in the ATM Offering to $9,010,000.
On May 10, 2024, the Company entered into the Third Amendment to At-The-Market Issuance Sales Agreement (the “Amendment”) to increase the number of shares to be sold in the ATM Offering to $12,765,000.
The Company will file a supplement to the Prospectus Supplement (the “Supplement”) with the SEC to increase the amount of Common Stock that may be offered and sold in the ATM Offering under the Sales Agreement to up to $12,765,000 in the aggregate.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy any shares under the Sales Agreement, nor shall there be any offer, solicitation or sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The foregoing description of the terms of the Sales Agreement, as amended by the Amendment, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of Sichenzia Ross Ference Carmel LLP, counsel to the Company, relating to the legality of the issuance and sale of shares of Common Stock being offered pursuant to the Sales Agreement, as amended by the Amendment, is filed as Exhibit 5.1 hereto.
We are filing this prospectus supplement to supplement and amend, as of May 10, 2024, the prospectus, as supplemented, to increase the maximum aggregate offering price of our common stock that may be offered, issued and sold under the prospectus, as supplemented and amended by this prospectus supplement, pursuant to the Sales Agreement from $9,010,000 to $12,765,000. From and after the date hereof, pursuant to General Instruction I.B.6 of Form S-3, we are offering to issue and sell up to $12,765,000 from time to time through ACM, acting as our sales agent or principal in accordance with the Sales Agreement, as amended.
SUPPLEMENT NO.3 TO
PROSPECTUS SUPPLEMENT DATED DECEMBER 15, 2023
(To Prospectus dated March 31, 2022)
VERB TECHNOLOGY COMPANY, INC.
Up to $12,765,000
COMMON STOCK
This prospectus supplement supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus supplement dated December 15, 2023, as supplemented by the supplement to the prospectus supplement dated March 19, 2024 and the supplement to the prospectus supplement dated March 29, 2024, which together with the prospectus dated March 31, 2022 contained in our Registration Statement on Form S-3 (Registration No. 333-264038), we refer to as the prospectus, relating to the issuance and sale of shares of our common stock, par value $0.0001 per share, from time to time through our sales agent, Ascendiant Capital Markets, LLC, or ACM. These sales, if any, will be made pursuant to the terms of the At-The-Market Issuance Sales Agreement, or the Sales Agreement, we entered into with ACM.
This prospectus supplement should be read in conjunction with, is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including all supplements thereto and documents incorporated by reference therein. If there is any inconsistency between the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Any information that is modified or superseded in the prospectus shall not be deemed to constitute a part of the prospectus, except as modified or superseded by this prospectus supplement.
As of May 9, 2024, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $46,151,518, which was calculated based on 104,367,975 shares of our outstanding common stock held by non-affiliates at a price of $0.4422 per share, the closing price of our common stock on March 15, 2024. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus supplement with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, or $15,383,840. As of the date of this prospectus supplement, we have sold $11,627,167 of securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including, the date of this prospectus supplement, and are therefore eligible to sell up to an additional $3,756,673 of our securities pursuant to General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of the aggregate market value of our voting and non-voting common equity held by non-affiliates in any 12-month period so long our public float remains below $75 million.
We are filing this prospectus supplement to supplement and amend, as of May 10, 2024, the prospectus, as supplemented, to increase the maximum aggregate offering price of our common stock that may be offered, issued and sold under the prospectus, as supplemented and amended by this prospectus supplement, pursuant to the Sales Agreement from $9,010,000 to $12,765,000. From and after the date hereof, pursuant to General Instruction I.B.6 of Form S-3, we are offering to issue and sell up to $12,765,000 from time to time through ACM, acting as our sales agent or principal in accordance with the Sales Agreement, as amended.
Our common stock is traded on The Nasdaq Capital Market under the symbol “VERB.” The closing price of our common stock on May 9, 2024 was $0.14 per share.
Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. ACM is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on terms mutually agreed to by ACM and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The compensation to ACM for sales of common stock sold pursuant to the Sales Agreement will be up to 3% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, ACM will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of ACM will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to ACM with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully consider the risk factors described in “Risk Factors” on page S-7 of the prospectus supplement dated December 15, 2023, on page 4 of the prospectus and under similar headings in other documents that are incorporated by reference into this prospectus supplement and the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
https://www.sec.gov/Archives/edgar/data/1566610/000149315224018694/form424b5.htm
Spending millions to make thousands for sure.
First quarter 10-Q due next week, Wednesday the 15th…
Be sure to catch one of the 3 livestreams on Market.live tomorrow because after that the site goes dormant for a 5 day "weekend." Followed by a monsta week of 3 livestreams next week. One Tuesday and two on Wednesday followed by yet another 5 day "weekend."
And then...the following week a total of *2* livestreams.
And it's all the same drivel. Margot, Ali, Doll10 and Drew Dorsey. Despite Rory's promises of new signups that were going to flood the platform with constant livestreams, they've got 4 survivors.
Not even crackhead Mike Lindell or Frankie Avalon are around any longer.
None of the insiders are buying because they know it's a worthless company.
Now would be a great time for the insiders, including Rory and the Board of Directors, to be loading up on cheap stock (if marketlive really does start dramatically increasing revenue in the not-too-distant future)…
Do you think that’s possible, or will the insiders take advantage and just issue more options to buy, which is no risk if things don’t work out…
Thoughts?
11m market cap is INSANE when it was 1M before and that was when there was less proof that their final “product” wasn’t selling. It’s like saying a hotdog stand is worth 11M.
It is because of the cash balance from the raises and as that is expended, this has some distance to drop.
And that's just the tip of the iceberg for the scam.
He's been pulling this crap for almost a decade now.
Watched some of this Rory and the laughing hyena video:
So Market.live is having a 24 hour "Market Mayhem" event. Will it be as successful last summer's ShopFest? LOL.
I love the Jeep give-away:
Because the entire company is a scam.
Reminder: Rory was recently given a new multi-year contract. The Board thinks he's doing a great job.
I think the RS will need to be 1:30 or so. 1:18,000 with the last 2 RS’s. Insane.
Posts like his are exactly why I'm never leaving. There are people out there actively literally trying to scam people out of their money with posts like that. The righteous will not let it stand.
Here is something to ponder. Our pal Redspeed over on IHangout is spreading propaganda about how much better Market.Live is vs. CommentSold. Well, CommentSold says their platform has been used to move more than $3 BILLION in merchandise - GMV. What is the GMV for items sold on Market? Less than $ 100k most likely and almost all of those goods were purchased by shareholders thinking they are doing the company a favor by using the platform to make purchases.
But the most curious thing is a statement on the CommentSold web site:
CommentSold offers the only U.S. e-commerce integration for live selling on TikTok. Even better—we’re the only technology solution that powers multichannel live sales across TikTok, Facebook, Instagram, and your website, mobile app, and Shopify website simultaneously!
If what Rory is leading everyone to believe is true, how can CommentSold's statement be true? Why wouldn't Rory have his Corporate Counsel send a letter to CS demanding that they take down this statement.
Unless what CommentSold has on their web site IS true, in which case Rory is a liar. Again.
Source: https://try.commentsold.com/sell-everywhere/tiktok/
that was sarah. god, i feel so bad for her. ( and myself)
"If I average down enough I will eventually break even."
No...that's not true at all.
People tend to think of it as a % of how much they have lost. This is capped at 100%. So down 99.99% or something. What better shows the abject catastrophe this has been, just of how many times this has to double for the $1 to get back to break even at $10,000.
As bagholders always say :"I don't look to the past...I look to the future."
And the definition of insanity is...
Common stock issued and outstanding as of December 31, 2023: 21,231,355
Common stock issued and outstanding as of March 31, 2024: 79,300,788
They sold stock, a lot of it, diluting the O/S to nearly 4X's over that 3 month period.
Absolutely, there is truly no product. They are searching for it now. Out of the airplane searching for a parachute.
I remember when JR30 was buying in the 2s pre-pre-split. 10K at that time worth one dollar now.
LOL. Rory is the king of bullsh*t and only telling half the story.
Indeed he was able to shore up the balance sheet to meet NASDAQ's Capital Requirements.
Weighted average number of common shares outstanding – basic and diluted
As of 12/31/2022: 2,427,044
As of 12/31/2023: 6,798,972
Pity the poor shareholders who hung in there. They got slaughtered. With the next RS and subsequent share price drop they will be virtually wiped out.
OMG they are doing PRs now to announce compliance extensions? Wow.
FYI - they will have to do another reverse split.
You raise a really interesting issue. What is Verb's product now?
Market.live is fading into oblivion (although in fairness, it never made it out of oblivion). The upcoming livestream schedule (save for an event at noon eastern today) are the same sellers over and over. Look at the schedule for the week of May 13th. Drew Dorsey on Tuesday, Margot and Doll10 on Wednesday. That's it. For the entire week. Then nothing again until Drew reappears the following Tuesday followed by Margot and Doll10 on Wednesday. Then nothing until Drew reappears the following Tuesday. Wash, rinse, repeat.
It seems that Verb now considers itself some sort of consulting company that will guide TikTok Shop sellers on how to get started selling. They will also provide studio space and infrastructure (cameras, lights, internet connection) for those who are near a Verb studio in LA. or Philadelphia. Verb has no experience doing this and yet they fashion themselves as "experts" in on-line selling.
That's it. That's the business.
Verb will have virtually no revenue and yet they still have substantial fixed costs because of the studio/office space, 20 or so employees and a CEO who draws compensation nearing 7 figures.
Despite what Rory has said (because if he's talking, he's lying) the company doesn't have enough cash to sustain itself for the next 12+ months. He spends money like it's water and they will be back to try another capital raise before the end of 2024. That is, unless he pivots for the nth time, jettisons the studio space and more employees and picks a new business model.
VERB’s Healthy Balance and Enhanced Shareholder Equity Behind Nasdaq’s Grant of 6-Month Extension to Regain Compliance With Bid Price Rule
May 2, 2024
VERB’s Healthy Balance and Enhanced
Shareholder Equity Behind Nasdaq’s Grant
of 6-Month Extension to Regain
Compliance With Bid Price Rule
Fully-Funded Business Plan, Excess Cash On Balance Sheet, Debt
Slashed, No Going Concern Opinion, Under-Performing Assets Sold And
Restructuring Complete, VERB’s MARKET.live Business Positioned For
Success
LOS ALAMITOS, Calif. and LAS VEGAS, May 02, 2024 (GLOBE NEWSWIRE) -- Verb
Technology Company, Inc. (Nasdaq: VERB) ("VERB" or the "Company"), the force behind
MARKET.live, the popular livestream social shopping platform, today announces that
Nasdaq Capital Market has granted the Company an additional 180-day period – until
October 28, 2024 - to regain compliance with the $1.00 minimum closing bid price
requirement (the “Bid Price Rule”).
In determining whether to grant the Company an extension to regain compliance with the Bid
Price Rule for continued listing on the Nasdaq Capital Market, Nasdaq concluded, among
other things that the Company met all of the continued listing requirements and all other
applicable requirements for initial listing on the Nasdaq Capital Market, with the sole
exception of the minimum bid price requirement.
That conclusion was based, in part, on the Company’s compliance with the $2.5 million
minimum shareholder value requirement, a deficiency the Company cured earlier this year
when it announced via Form 8-K dated April 25, 2024, that its shareholder value as reflected
on its March 31, 2024 balance was approximately $14 million. This represents an increase of
approximately $15.8 million over the shareholder equity reported just 10 months ago on its
Form 10-Q for the period ending June 30, 2023.
Moreover, the disclosures concerning the Company’s audited financial statements, as set
forth in its 2023 Form 10-K filed on April 1, 2024 (the “Form 10-K”), for the first time do not
contain a “Going Concern” opinion.
Indeed, the Company also disclosed in the Form 10-K that it had cash and cash equivalents
of approximately $14.2 million and notes payable of approximately $1.2 million. This
represents an increase in cash and cash equivalents of $10.9 million and a decrease in
notes payable of approximately $7.3 million over the same period last year as previously
disclosed in the Company’s 2022 Form 10-K filed on April 17, 2023.
The Company also stated in the Form 10-K that “[W]e believe that our enhanced cash
position coupled with our substantially reduced current operating costs means our operations
are fully funded for at least the next 14 months, and possibly longer subject to revenue
generation during that period. As a result, we have alleviated substantial doubt about the
Company’s ability to continue as a going concern.”
“It is not possible to overstate the extraordinary achievements of our management team over
the past 12 months in completely over-hauling, recapitalizing, and restructuring every single
area of the business,” stated Rory J. Cutaia, VERB CEO. “We have added more than $15
million dollars in cash to our balance sheet through the issuance of straight at-the-marketpriced common shares – that means without crazy below market-price stock issuances to
short-selling hedge funds or ridiculous warrant structures we see so prevalent today; we
retired almost all of our debt – only $1.2 million remains, sold-off all our under-performing
assets, slashed our operating expenses, fully-funded for the foreseeable future and added
rocket-fuel to our extremely exciting MARKET.live business, and positioned the Company
for real, measurable, business fundamental-based, success – literally against all odds and
contrary to the beliefs of all the nay-sayers who said it couldn’t be done.”
Okay, you can continue with your mud slinging fest again.
Companies don’t post articles that say their products aren’t successful.
They have to post their financials and when there is no sales, investors with a brain understand their products aren’t successful.
This company literally generates no sales. I don’t believe it technically even has a product. But to the extent it does, it’s products are no successful at all.
I'll answer every question you give me big dawg. You know I'm onto your scam boi
JR30 as.big of a moron as redflix and rory. LOL
ad hominum attacks don't support your argument, jr. you should go bacxk across the street to red and his drones if you can't be civil.
Slinging mud? Is that what stating facts is to you?
That wasn't a link to an article that says it wasn't a success, but I think you already knew that. Pretty flaky research on your part imo.
Here's a few that says it is a success.
VERB's MARKET.live Livestream Shopping Business Plan is Now Fully Funded
VERB’s MARKET.live x TikTok Shop Partnership Event Set for April 25th
VERB's MARKET.live Adds Another 100 Retail Brands to Its Livestream Social Shopping Platform
VERB's MARKET.live x TikTok Shop Partnership Event Draws Over 300 Attendees
Sling the mud any way you want, it won't stop Market.Live from being a huge success.
Here’s the link…
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001566610&owner=include&count=40&hidefilings=0
Now please point to the filing that showed a dramatic increase in revenue…
Please stop the nonsense and show why marketlive has been a success when revenue to date has been abysmal…
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verb 1-855-250-2300 Email: info@myverb.com (Right click links to open in new tab or window)
Verb Technology Company, Inc. (NASDAQ: VERB) [formerly nFusz, Inc.] 344 South Hauser Blvd. Suite 414 Los Angeles, CA 90036
VERB Technology Company, Inc. (Nasdaq: VERB) transforms how businesses attract and engage customers. The Company’s Software-as-a-Service, or SaaS, platform is based on its proprietary interactive video technology, and comprises a suite of sales enablement business software products offered on a subscription basis. Its software applications are available in over 60 countries and in more than 48 languages to large enterprise and small business sales teams that need affordable, easy-to-use, and quick-to-get-results sales tools. Available in both mobile and desktop versions, the applications are offered as a fully integrated suite, as well as on a standalone basis, and include verbCRM (Customer Relationship Management application), verbLEARN (Learning Management System application), and verbLIVE (Interactive Livestream eCommerce and Video Webinar application). The Company has offices in California and Utah. For more information, please visit: www.verb.tech.
CEO Reports Press Releases SEC Filings Yes, I want to receive I.R. communications!
Media Platforms: Text & email, business & social media, websites, landing pages & live broadcasts
Access to on-Screen clickable links from any connected device, from Cell Phones to Smart TVs.
Recent Developments
(Right click links to open in new tab or window
Click Here For Latest Press Releases
VERB Acquires SoloFire, A Leading Platform for Healthcare Sales Enablement
VERB Beats SaaS Revenue Forecast and Reports Record Breaking 2020 Second Quarter Financial Reports
VERB Adds Livestream eCommerce App to Salesforce AppEchange Marketplace
VERB Announces Closing of $13.8 Million Underwritten Public Offering and Full Exercise of Over-Allotment Option
SeneGence International Unveils New Sales App With Verb’s Interactive Video Features
VERB Launches Interactive Learning Platform With New York’s Sachem Central School District
VERB Announces Strategic Partnership With Waymark Video Creation Platform
Verb Adds Market Leader Stream Energy to Growing Client Roster
VERB ANNOUNCES CUSTOMER AGREEMENT WITH THE NATIONAL ASSOCIATION OF HEALTH UNDERWRITERS
VERB Announces Closing of Sound Concepts Acquisition
VERB ANNOUNCES COLLABORATION WITH ADOBE
VERB ADDS FORMER SALESFORCE EXECUTIVE TO SENIOR MANAGEMENT TEAM
Verb Announces LOI with Getty Images for Upcoming Video Store Ecosystem
Verb Announces The Addition of Shopify For In-Video Product Purchasing
VERB Announces the Release of Tagg Video Real Estate Sales Mobile App
Entry into a Material Definitive Agreement with Salesforce
nFusz Joins the Microsoft Partner Network
nFusz to Launch In-App Video Template Marketplace and Content Creator Ecosystem
nFusz and Instapage Announce Strategic Partnership
nFusz Files Patent Application for its Unique In-Video Call-toAction Technology For Mobile Devices
Due Diligence
About Verb - Verb Direct - Testimonials - Enterprise Clients
Due Diligence - Verb Technology Co. Inc. (NASDAQ: VERB)
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