TON Strategy Co — Capital/Financing Update 2021

Aug 12, 2021

8-K 1 form8-k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 9, 2021

| Verb
Technology Company, Inc. |
| --- |
| (Exact
Name of Registrant as Specified in Charter) |

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

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

Registrant’s Telephone Number, Including Area Code: (855) 250-2300

(Former Name or Former Address, if Changed Since Last Report)

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 ( see General Instruction A.2. below):

| ☐ | 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(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.0001 Common
Stock Purchase Warrants | VERB VERBW | The
Nasdaq Stock Market LLC 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 8.01. Other Events.

In accordance with Section 8(a) of the Certificate of Designation of Rights, Preferences, and Restrictions of Series A Convertible Preferred Stock (the “Certificate”) of Verb Technology Company, Inc., a Nevada corporation (the “Company”), the Company has elected to convert (the “Conversion”) all of the outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Preferred Stock”) into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Company made the election following a determination that the closing price of the Common Stock met the requisite trading price threshold for at least twenty (20) trading days within a thirty (30) trading day period.

As a result of the Conversion, the Company has no shares of Preferred Stock remaining outstanding.

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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.

| Date:
August 12, 2021 | |
| --- | --- |
| By: | /s/
Rory J. Cutaia |
| Name: | Rory
J. Cutaia |
| Title: | Chairman,
Chief Executive Officer and President |

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