TON Strategy Co — Director's Dealing 2022

Nov 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verb Technology Company, Inc. (VERB)
CIK: 0001566610
Period of Report: 2022-11-17

Reporting Person: CRAGUN KENNETH S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-17	Common Stock	D	50829	$0.00	Disposed	220137	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-17	Stock Option (Right to Buy)	$0.22	A	101658	Acquired	2027-11-16	Common Stock (101658)	Direct
2022-11-17	Stock Option (Right to Buy)	$0.22	A	56818	Acquired	2027-11-16	Common Stock (56818)	Direct

Footnotes

F1: Reflects the Reporting Person's voluntary forfeiture of shares of the Issuer's common stock, par value $0.0001 per share (the "Shares"). The forfeited Shares were issued on January 4, 2022 upon the vesting and settlement in full of an aggregate of 50,829 restricted stock unit awards issued on January 4, 2021 pursuant to the terms of the Issuer's 2019 Omnibus Incentive Plan (the "2019 Plan"). The forfeited Shares were returned to the Issuer's treasury stock.

F2: In exchange for the forfeiture of the shares referenced in Note 1 above, on November 17, 2022, the board of directors of the Issuer granted the Reporting Person stock options to purchase 101,658 Shares. The stock options fully vested upon issuance.

F3: The stock options were granted as consideration for the Reporting Person's agreement to accept a 25% reduction in cash compensation for a period of four months. The stock options were granted pursuant to the 2019 Plan and vest in equal installments on the last day of each month over the four-month period, commencing on December 31, 2022.