TON Strategy Co — Capital/Financing Update 2022

Oct 28, 2022

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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): October 25, 2022

| 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.)

| 3401
North Thanksgiving Way , Suite 240 , Lehi , Utah | 84043 |
| --- | --- |
| (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 | 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 1.01. Entry into a Material Definitive Agreement.

Registered Direct Offering

On October 25, 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) 12,500,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), and (ii) warrants to purchase 12,500,000 shares of the Common Stock at an exercise price of $0.34 per share (the “ Warrants ” and, together with the Shares, the “ Securities ”), at a combined purchase price of $0.32 per share and accompanying Warrant for aggregate gross proceeds of $4.0 million before deducting placement agent commissions and other estimated offering expenses (the “ 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 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 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.

In connection with the Offering, the Company agreed to amend the terms of the common stock purchase warrants previously issued pursuant to the terms of that certain securities purchase agreement, dated April 20, 2022, entered into with certain institutional investors, to (i) reduce the exercise price of such warrants to $0.34 and (ii) provide that the warrants will be exercisable commencing six months from the date of the amendment and will remain exercisable for five years and six months from the date of the amendment.

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 Offering on October 26, 2022. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number	Description
1.1	Placement Agency Agreement, dated October 25, 2022.
4.1	Form of Common Stock Purchase Warrant.
5.1	Opinion of Stradling Yocca Carlson & Rauth, P.C.
10.1	Form of Securities Purchase Agreement.
23.1	Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit 5.1).
99.1	Pricing Press Release, dated October 26, 2022.
104	Cover
Page Interactive Data File (embedded within the Inline XBRL document).

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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:
October 28, 2022 | |
| --- | --- |
| By: | /s/
Rory J. Cutaia |
| Name: | Rory
J. Cutaia |
| Title: | Chairman,
Chief Executive Officer, President and Secretary |

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