Verb Technology Company Inc (VERB)

[jobynimble]

They were able to get a commitment for $15 million of the $75 million originally filed for. The rest, $60 million, is an open-ended agreement if AGP gets additional interest in the offering on a best efforts basis...

From the 8-K filing...

https://www.sec.gov/Archives/edgar/data/1566610/000149315221005994/form8-k.htm

Item 1.01. Entry into a Material Definitive Agreement.

Registered Direct Offering

On March 11, 2021, Verb Technology Company, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) which provides for the sale and issuance by the Company of an aggregate of 9,375,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) at an offering price of $1.60 per share for gross proceeds of approximately $15.0 million before deducting the placement agent’s fees and estimated offering expenses (the “Registered Direct Offering”). The Company intends to use the net proceeds from the Registered Direct Offering for working capital and general corporate purposes. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company.

On the same date, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares in the Registered Direct Offering. The Company will pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds from the sale of the Shares and to reimburse the Placement Agent for certain expenses. The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary representations and warranties of the Placement Agent, customary conditions to closing, and customary indemnification obligations of the Company.

The Registered Direct Offering is being made pursuant to a Registration Statement (File No. 333-252167) on Form S-3, which was filed by the Company with the Securities and Exchange Commission on January 15, 2021 and declared effective on January 22, 2021.

The Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the terms of the Placement Agency Agreement and Purchase Agreement set forth above are qualified in their entirety by reference to such exhibits.