Verb Technology Company Inc (VERB)

[jobynimble]

You should take the time to read the annual report (10-K) and your delisting question(s) should be found…

https://www.sec.gov/Archives/edgar/data/1566610/000149315224012416/form10-k.htm

From page 20…

November 2, 2023 Notice

On November 2, 2023, we received a letter from The NASDAQ Stock Market advising that the Company did not meet the minimum $1.00 per share bid price requirement for continued inclusion on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Listing Rule 5550(a)(2). To demonstrate compliance with this requirement, the closing bid price of our common stock needs to be at least $1.00 per share for a minimum of 10 consecutive business days before April 30, 2024. In order to satisfy this requirement, the Company intends to continue actively monitoring the bid price for its common stock between now and April 30, 2024, and will consider available options to resolve the deficiency and regain compliance with the minimum bid price requirement, including, but not limited to seeking a six-month extension from The NASDAQ Stock Market in which to regain compliance.

[jobynimble]

No, that filing has to do with delisting warrants, whichever ones they are I don’t know, yet…

[Jsh1962]

Does this mean Verb is being delisted??

[jobynimble]

Warrant expiration filing, I gotta look to see which ones…

https://www.sec.gov/Archives/edgar/data/1354457/000135445724000236/xslF25X02/primary_doc.xml

[poster44ny]

I thought I overheard a possible report that a possible worldwide possible bidding war possibly among the biggest investment banks was possibly coming possibly..

[dukeb]

Well, the usual VERB 3 day weekend is upon us. Nothing scheduled until next Monday when there is...checks notes...ONE livestream on the schedule. Then on Tuesday, there is..checks notes...ONE livestream on the schedule. The big day is Wednesday when there are TWO livestreams, then one on Thursday.

A total of FIVE livestreams for all of next week. VERB stockholders getting their money's worth out of Rory and the team.

Can't wait to see the first quarter numbers.

[dukeb]

I stopped watching the video you linked when Rory talked about the exciting upcoming VerbLit.

He was very excited about it, of course.

[The_Dohminator]

Remember Verblit?

After that "event" is when I knew this was all a scam.

[dukeb]

I'm watching Rory and the hyena. These videos are all scripted, of course, but Rory tells Jason how glad he is that Jason asked about the TikTok integration. The entire video is as phony as those planks in Rory's yapping maw.

And, while I agree with Rory's statement that visibility of shoppable video may be helpful to grow the space, he seems oblivious to the trail of companies that were the trailblazers in certain technologies but were subsequently left in the dust because new entrants did it better.

Unless VERB has patents that will prevent TikTok, Facebook and other platforms from creating their own livestream shopping platforms those companies are going to create something better and VERB (and hopefully Rory) will end up in the dustbin along with other colossal corporate failures.

That "exciting" announcement video was nearly 2 years old.

Verb's 2023 revenue: $ 63,000.

[dukeb]

Oh, that laughing hyena. I didn't know he was Canadian.

Rory has historically surrounded himself with sycophants. That includes the BOD that recently gave RC a new 4 year contract.

[The_Dohminator]

This guy right here lol. Hilarious

[TenKay]

Yup…Rory decided that the equity financing post 12/31 alleviates that “concern” when his auditors have expressed no opinion beyond 12/31.

And the auditors, if they were to express an opinion post 12/31, would look at more than the cash in the bank.

Rory still has a business with little revenue, substantial costs, an operating deficit and sole reliance on equity sales to fund operations.

That, by definition, warrants the “concern”.

[ChuckBits]

Rory the "word smith".
*
al·le·vi·ate
verb <-- (how ironic! It's a "verb")

past tense: alleviated; past participle: alleviated

make (suffering, deficiency, or a problem) less severe.
"he couldn't prevent her pain, only alleviate it"

*
Kind of like when someone is dying from cancer and in excruciating pain:

The doctor prescribed fentanyl to alleviate the pain...

Or

...management has alleviated substantial doubt about the Company’s ability to continue as a going concern.

[dukeb]

The silent part is that the cash to pay Rory's $1 million and year and the other expenses came by selling shares that diluted ownership of the long suffering shareholders of VERB.

Good news indeed!

[dukeb]

I don't remember the Canadian guy. He was some sort of podcaster?

[The_Dohminator]

Exactly. He had to point that out because there is literally no good news in the entire report.

[The_Dohminator]

What about that one Canadian guy? Remember him from back in the day when Rory was lying about all these "partnerships"?

[dukeb]

Ahh...it was RORY who overrode the auditor's statement.

From the K:

As of March 28, 2024, the Company had cash of approximately $14,200 and approximately $1,200 of outstanding notes payable principal balance and accrued interest with minimum monthly payments of $120 beginning in April 2024 related to the Note which has a maturity date of April 11, 2025. As a result of the aforementioned equity financing that occurred subsequent to December 31, 2023, management has alleviated substantial doubt about the Company’s ability to continue as a going concern.


So the auditors continue to express a concern about the company's continued existence and Rory unilaterally decides that the share issuance has provided the company with enough of a cash cushion to survive for at least 14 months.

How very RORY of him to mislead.

[TenKay]

WTF is Rory talking about? It does have a going concern warning. Read the auditors letter dated April 1, 2024.

“These matters raise substantial doubt about the Company’s ability to continue as a going concern”

[dukeb]

Why would any outlet have him on? He certainly can't talk about his successful business career because he's been outed as a colossal failure. Over $170 million spent and he's left with a business that generated less than $ 100k in revenue and a $ 22 million dollar loss last year.

Maybe Rory's fellow narcissist David Meltzer will have him on his podcast out of sympathy.

It's hilarious he hasn't done any interviews for awhile.

[The_Dohminator]

It's hilarious he hasn't done any interviews for awhile. He knows he has nothing to stand on at this point.

[dukeb]

Your statement is certainly true regarding 90+% of companies on the OTC.

In the case of VERB it's certainly true that Rory's main objecting is keeping his $1 million annual compensation package but he also has a HUGE ego, in case you haven't noticed. He loves to consider himself among the elite of tech entrepreneurs and will be interviewed by any podcaster or YouTube video huckster who will have him on.

Gotta show off those expensive planks in his mouth.

[dukeb]

Per the PCAOB, a caution about the company's ability to continue as a "going concern" is somewhat subjective:

https://pcaobus.org/oversight/standards/auditing-standards/details/AS2415

The auditor is supposed to evaluate whether the company can continue for "a reasonable amount of time." Surely this was a topic of discussion between Rory and the auditors and Rory's statement that the company has enough cash on hand to keep the company afloat for at least 14 months must have caused the auditor to consider 14 months to be a "reasonable period of time."

If the company isn't producing positive cash flow or if the company finds itself unable to raise capital then you can be sure the next Q or K will have the going concern caution reappear.

As long as Rory's $1 million paychecks continue he doesn't care much.

[chumfm]

This is what these companies are all about.Paying themselves.The shareholders are just the vehicle to the riches they seek.They are the one's buying the shares.The monies that are generated from those shares, fill the insider's pockets.Good luck and good trading.

[Real McCoy]

How could there not be going concern issues?

[dukeb]

Did you see Rory's crowing announcements about the 10-K not having a "going concern" warning?

Despite all of the pie in the sky statements from Rory about the TikTok, Facebook and other integrations he's still not providing any guidance about revenues or the prospect for positive cash flow (or even reduction of the cash burn).

This is the same routine we heard when Rory was touting the CRM solution integrations with Microsoft, Marketo, SalesForce, etc. They all amounted to a whole lot of nothing.

And Rory gives himself another 4 year contract.

SMH.

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.

[Real McCoy]

21M market cap with these fundamentals is the 6th wonder of the world to me.

[trader59]

79.3M shares in the O/S, market cap about $21M, cash position tough to dig out with the offerings, looks like proceeds of about $12.5M plus the cash on hand at the end of December of $4.7M, but first quarter spend not included (maybe $3M?).
Market cap of $21M with revenue of $63k for the year is a bit rich...
Had it not been for the computer generated wash trade walk up, the PPS would be much much lower with all the recent dilution.

[dukeb]

Some highlights of the 10K.

TOTAL REVENUE for calendar year 2023: $ 63 thousand
LOSS for the calendar year: $ 22 million
Rory's compensation for the calendar year: just shy of $ 1 million
Accumulated shareholder deficit as of FYE 2023: $ 175 million.

Here's the kicker in the subsequent events section:

Subsequent to December 31, 2023, the Company extended Mr. Cutaia’s employment agreement for 4 years.

Rory should have been tossed out on his ass years ago. Instead the company gives him a new 4 year contract.

[jobynimble]

10-K filing: https://www.sec.gov/Archives/edgar/data/1566610/000149315224012416/form10-k.htm

[Monksdream]

VERB 10Q due 4/1 per Seeking Alpha
Next day settlement begins 5/28 per SEC mandate

[jobynimble]

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 31, 2022)

VERB TECHNOLOGY COMPANY, INC.

Up to $960,000

COMMON STOCK

We have entered into an ATM Sales Agreement (the “Sales Agreement”), with Ascendiant Capital Markets, LLC (the “Sales Agent” or “ACM”) relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $960,000 from time to time through or to ACM, acting as our agent or principal.

Our common stock is listed on The Nasdaq Capital Market under the symbol “VERB.” The aggregate market value of our outstanding common stock held by non-affiliates is approximately $10,740,562 based on 19,332,657 shares of outstanding common stock, of which 221,336 shares are held by affiliates, and a per share price of $0.5620, which was the closing sale price of our common stock as quoted on The Nasdaq Capital Market on October 17, 2023. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement of which this prospectus supplement is a part 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, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar month period that ends on, and includes, the date of this prospectus supplement, we sold $2,618,136 shares pursuant to General Instruction I.B.6 of Form S-3.

Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. ACM is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between 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 7 of this prospectus supplement, and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplement.

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.

[jobynimble]

SUPPLEMENT NO.2 TO
PROSPECTUS SUPPLEMENT DATED DECEMBER 15, 2023
(To Prospectus dated March 31, 2022)

VERB TECHNOLOGY COMPANY, INC.

Up to $9,010,000

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, which together with the accompanying 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 March 28, 2024, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $34,970,071, which was calculated based on 79,082,024 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 $11,656,690. As of the date of this prospectus supplement, we have sold $8,876,709 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 $2,779,981 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 March 29, 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 $6,260,000 to $9,010,000. 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 $9,010,000 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 March 27, 2024 was $0.281 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.

Complete filing: https://www.sec.gov/Archives/edgar/data/1566610/000149315224012023/form424b5.htm

[jobynimble]

8-K out yesterday…

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

On March 29, 2024, the Company entered into the Second Amendment to At-The-Market Issuance Sales Agreement, dated March 29, 2024 (the “Amendment”) to increase the number of shares to be sold in the ATM Offering to $9,010,000

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 $9,010,000 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.

Complete filing: https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000149315224012020/form8-k.htm

[jobynimble]

8-K filing from Wednesday 3/27/24 about TikTok press release…


Item 8.01. Other Events

On March 27, 2024, Verb Technology Company, Inc. issued a press release announcing it has entered into a formal partnership with TikTok Shop pursuant to which MARKET.live has become a service provider for TikTok Shop and is officially designated as a TikTok Shop Partner. Under the terms of the partnership, TikTok Shop refers consumer brands, retailers, influencers and affiliates leads to Market.live for a menu of paid services that include, among other things, assistance in onboarding to TikTok and establishing a TikTok store, hosting training sessions and webinars for prospective TikTok Shop sellers, studio space rental in both the West Coast and East Coast MARKET.live studios, content creation and production services, and TikTok Shop maintenance, including enhancements to existing TikTok Shop seller stores. A copy of the press release is attached hereto as Exhibit 99.1.

Complete filing: https://www.sec.gov/Archives/edgar/data/1566610/000149315224011393/form8-k.htm

[jobynimble]

You’re welcome…

[ChuckBits]

Leap year makes due date March 30th, Saturday, so bumped to Monday, April 1st... April Fools Day!

[Real McCoy]

Thanks!

[jobynimble]

NT 10-K (notice it would be filed late, after the deadline) was filed last year on 3/31/23 and 10-K was filed on 4/17/23 so we might see either sometime today or Monday…

Link to all SEC filings: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001566610&owner=include&count=40&hidefilings=0

[Real McCoy]

Are financials due today?

[dukeb]

Scam or just piling one Rory failure on top of another. I'd say that Market.live is on its last legs. Nothing happening there. All that money spent to develop the site was yet another waste of shareholder money.

But Rory never looks in the rearview mirror. It's full steam ahead to being a "partner" to TikTok and Facebook.

What Rory fails to consider is that if on-line shopping turns out to be a money maker, TikTok and Facebook will use their resources to develop a shopping platform that will make Market looks like a sidewalk lemonade stand.

They will crush Rory like the cockroach that he is. Then again, cockroaches as a species never seem to die.

[poster44ny]

No. But by looking at the past Annuals and the very high Admin cost: Gross Profit I'd say it is a scam

[dukeb]

Did you happen to see earlier this week on StockTwits where someone posted a phony VERB press release indicating that Meta (aka Facebook) was buying Verb?

[TenKay]

Buy Verb for $10? That sounds about right

[pitacorp]

tomorrow will be our day, we either bounce or stabalize, and then next week we are off.........or we break below trend line and go alor lower......more by 4 pm tomorrow...

[dukeb]

March 28 - One livestream with Frankie Avalon trying to hawk his magic potions. There are no additional appearances from Frankie scheduled through May 8 so it's likely we won't ever see him return to the platform.

Followed by another 3 day weekend. No livestreams until...

April 1 - One livestream
April 2 - One livestream
April 3 - Two livestreams
Nothing next Thursday, Friday, Saturday or the following Sunday.

April 7 - 1 livestream
April 8 - 1 livestream
April 9 - Nothing
April 10 - 2 Livestreams

The savior of the company (per Rory) was going to be Market.live. Remember when Rory said that
a) Sellers would shut down their own web sites and use Market.live as their only web presence? Yeah. That never happened.
b) Rory said that Market.live would handle drop shipping for its sellers? Yeah. That never happened.

There should be no doubt that Market.live is the latest Rory failure. So now the pivot is to TikTok and other social media platforms.

TikTok is already setting up its own studio so that influencers can do their livestreams. TikTok will CRUSH Verb.

Rory needs to pack it in and stop spending investor money on nonsense..

[The_Dohminator]

She's one of the reasons why I'm never letting this go. Rory preys on folks like her and it needs to stop.

[bluesky70]

i miss susan. i hope she's ok after what verb and rory did to her. poster44 is being sarcastic, for those who don't know. i need verb to get to 1200/share to break even. lol

[dukeb]

I think a good deal of the buying is by those who already own shares "averaging down." They are hoping that if they bring their average cost down enough then even a move to $1 will make them...only down 95% vs 99%?

There was a long time poster her, susa, who averaged down until all of her retirement money was gone. She claimed to have been a stock broker in her early days which made her move all that more confounding.

Susa just disappeared. Maybe someone took control of her finances.

[poster44ny]

Most "trades" likely software wash-trades