TON Strategy Co — Capital/Financing Update 2021

Oct 4, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 4, 2021

Verb Technology Company, Inc.

(Exact Name of the Registrant as Specified in Charter)

Nevada	001-38834	90-1118043
(State
or Other Jurisdiction of
Incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

| 782
S. Auto Mall Drive , American
Fork , Utah | 84003 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

(855) 250-2300

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.0001 | VERB | The
Nasdaq Stock Market LLC |
| Common
Stock Purchase Warrants | VERBW | The
Nasdaq Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.02 Termination of a Material Definitive Agreement

On October 2, 2021, Verb Technology Company, Inc. (the “Company”) delivered written notice to Truist Securities, Inc. (“Truist”) to terminate the At-The-Market Issuance Sales Agreement entered into between the Company and Truist (the “Sales Agreement”) and instructing them to cease offers or sales of Placement Shares (as defined in the Sales Agreement) immediately.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| /s/
Rory J. Cutaia |
| --- |
| Rory
J. Cutaia |
| Chairman, Chief Executive Officer, President and Secretary |

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