Verb Technology Company Inc (VERB)

[CUIN2]

EMA was trying to get over 7,272,727 shares from VERB, but only got 467,836 shares due under the reformed cashless exercise formula in the amount of $463,571.98. VERB won and EMA only got what was originally due. End of case.


3. At the time EMA sought to exercise the 500,000 warrant shares, NFusz common stock was trading at $1.71. Applying the $1.71 market price and the $0.11 exercise price to the cashless exercise formula as written in the December Warrant Agreement, EMA calculated that it was entitled 7,272,727 shares of NFusz common stock.4 This calculation does not appear on the Notice of Exercise Form.
In response to the March Exercise Notice, on March 29, 2018, Roy Cutaia, on behalf of NFusz, informed EMA that the cashless exercise formula as written in the December Warrant Agreement was clearly an error — the denominator should have been the market price rather than the exercise price — and that NFusz would not permit its transfer agent to deliver the requested number of shares. See ECF No. 109-1.