Verb Technology Company Inc (VERB)

[jobynimble]

8-K filing after yesterday’s close…

https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000149315222010757/form8-k.htm

Item 1.01. Entry into a Material Definitive Agreement.

Registered Direct Offering

On April 20, 2022, 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 (i) 14,666,667 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a purchase price of $0.75 per share (the “Shares”), and (ii) warrants to purchase 14,666,667 shares of the Common Stock at an exercise price of $0.75 per share (the “Warrants” and, together with the Shares, the “Securities”), for aggregate gross proceeds of $11.0 million before deducting placement agent commissions and other estimated offering expenses (the “Registered Direct Offering”). 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 Securities in the Registered Direct Offering. The Company will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject to certain exceptions described in the Placement Agency Agreement, and will 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 on Form S-3 (File No. 333-264038), which was filed by the Company with the Securities and Exchange Commission on March 31, 2022 and declared effective on April 14, 2022.

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.

Item 8.01. Other Events.

The Company issued a press release announcing the pricing of the Registered Direct Offering on April 21, 2022. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.