Verb Technology Company Inc (VERB)

[dukeb]

Last month Rory signed a 3 year lease on new office space so it certainly doesn't sound like he intends to shut down VERB.

I'm waiting to hear more about the proposed LOI to acquire a new business. That presents a whole new series of ways that Rory can destroy value!

On June 12, 2023, the Company’s Board approved the execution of a non-binding letter of intent (the “LOI”) to acquire certain assets of an ecommerce business (the “Target”) for its MARKET.live, livestream shopping business unit which the Company will retain (the “Acquisition”). The Target’s unaudited financial statements indicate that for the year-ended December 31, 2022, the Target generated transactions totaling approximately $9.5M in gross merchandise value (“GMV”) and was cash-flow positive. It was represented that the GMV was generated by the Target’s approximately 70,000 current active subscribers, each of whom receive daily auto-generated communications from the Target about the preferred brands and products the subscribers selected at sign-up, available for sale each day. Subject to the successful completion of the Acquisition, the Company intends to incorporate the Target’s technology and operations into its livestream shopping platform, MARKET.live, so that the transactions that comprise the Target’s GMV will be facilitated on and through the Company’s MARKET.live platform, potentially at higher margins. Potential corollary benefits of the transaction include the exposure of the MARKET.live shoppable entertainment programming to the Target’s 70,000 subscribers, possibly driving additional sales, among other benefits. Consideration for the proposed Acquisition will be a combination of cash and stock, structured as a seller note payable over 24 months; payments are subject to actual cash receipts as represented by the seller.



The proposed Acquisition is subject to definitive closing documents, further price negotiation based on a mutually selected fairness opinion/valuation expert, further due diligence, and an audit, among other pre-conditions to closing, and as a result, there can be no assurance that the Acquisition will be completed or if completed, that it will be done on the terms currently contemplated by the parties.