Verb Technology Company Inc (VERB)

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Final prospectus filing...

https://www.sec.gov/Archives/edgar/data/1566610/000149315220020320/form424b3.htm

VERB TECHNOLOGY COMPANY, INC.

8,393,387 Shares of Common Stock

This prospectus relates to the proposed resale by the selling security holders named in this prospectus or their permitted assigns of an aggregate of up to 8,393,387 shares of our common stock, $0.0001 par value per share, or common stock, held by the selling security holders, which amount consists of (i) 5,087,326 shares of common stock outstanding as of the date of this prospectus, (ii) an aggregate of 416,199 shares of common stock issuable upon exercise of common stock purchase warrants, or the Consultant Warrants, issued to a non-U.S. consultant in connection with a private placement of our common stock to certain of our selling security holders, (iii) 247,703 restricted stock units granted pursuant to a Restricted Stock Award Agreement, or the Restricted Stock Agreement, and (iv) an aggregate of 2,642,159 shares of our common stock which will be issued by us in the future from time to time to those of our selling security holders that are holders of Class B Units, or the LLC Units, of our wholly owned subsidiary, Verb Acquisition Co., LLC, or Verb Acquisition, under an exchange agreement among the holders of LLC Units, or LLC Unitholders, and us pursuant to which the LLC Unitholders may exchange their LLC Units for shares of our common stock on a one-for-one basis. See “Selling Security Holders.”

We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling security holders. The selling security holders will bear all commissions and discounts, if any, attributable to the sale of the shares of common stock. We will bear all costs, expenses and fees in connection with the registration of the shares of common stock.

The shares of common stock may be sold by the selling security holders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus entitled “Plan of Distribution” on page 15. For a list of the selling security holders you should refer to the section of this prospectus entitled “selling security holders” on page 10.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Our common stock is listed on The Nasdaq Capital Market under the symbol “VERB.” The last reported price of our common stock on October 30, 2020, was $1.06 per share.

Investing in our shares of common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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