Verb Technology Co Inc SEC Filings

Verb Technology Company, Inc. (VERB) reported a director-level equity award: the reporting person, Cary Nicolas Claude, acquired 14,803 restricted stock units (RSUs) under the company’s 2019 Stock Incentive Plan. The RSUs were granted as an acquisition at $0 per unit and are recorded as direct beneficial ownership. The award is time-based and vests on the one-year anniversary of the grant date.

This Form 4 discloses a routine director compensation grant rather than a sale or purchase for cash. The filing documents the increase in the director’s direct equity stake by 14,803 shares once the RSUs vest.

Verb Technology Company insider disclosure shows Director Evan Sohn was granted restricted stock units on 08/07/2025. The Form 4 reports an award of 12,146 RSUs issued under the company’s 2019 Stock Incentive Plan, as amended, with an indicated price of $0. The RSUs are scheduled to vest on the one-year anniversary of the grant date. After the reported grant, the filing indicates the reporting person beneficially owned 14,775 shares on a direct basis. The Form 4 is signed 08/11/2025.

Verb Technology Company, Inc. reported an insider equity award for its CFO & COO, Sarah Josephine Olsen. The filing shows a grant of 37,956 restricted stock units (RSUs) issued under the company’s 2019 Stock Incentive Plan. The RSUs are recorded as direct beneficial ownership of 37,956 shares and are reported with a price of $0.

The awarded RSUs are not immediately vested; they will vest on the six-month anniversary following the successful and timely filing of the company’s first quarterly report, creating a clear administrative condition before shares convert to ownership. The filing does not include total shares outstanding, so ownership percentage and dilution effects cannot be determined from this document alone.

Evan Sohn, a director of Verb Technology Company, Inc. (VERB), reported direct ownership of 2,629 shares of common stock acquired in a private investment in public equity that closed on 08/07/2025. The Form 3 lists no derivative securities, shows the reporting was filed by one individual, and references Exhibit 24 (Power of Attorney). This disclosure notifies the market of his small, direct stake.

Verb Technology Company updated its Schedule 13D/A after the issuer completed a subscription agreement that issued 57,425,254 shares of common stock and 1,276,863 pre-funded warrants, bringing the total common shares outstanding to 60,538,922. The filing reports that reporting person James P. Geiskopf beneficially owns 801,616 shares, representing 1.32% of the outstanding common stock. His holdings consist primarily of vested restricted stock units and a small number of shares and options exercisable within 60 days. The amendment states the change in Geiskopf’s percentage results from the change in outstanding shares and notes that he resigned as a director. This Amendment No. 2 is described as the final amendment and an exit filing for the reporting person.

Verb Technology Company, Inc. (VERB) filed an 8-K announcing a new Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. and Cohen & Company Capital Markets. The agreement allows the company, at its sole discretion, to issue and sell up to $1 billion of common stock through “at-the-market” (ATM) transactions under its automatic shelf registration statement on Form S-3 filed the same day (File No. 333-289402).

Cantor will act as principal and/or sole sales agent, using “commercially reasonable efforts” to execute sales in accordance with the company’s instructions. The agents will earn a commission of up to 3 % of gross proceeds. Verb retains the right to suspend or terminate sales at any time and is under no obligation to sell any shares. Standard indemnification and contribution provisions in favor of the agents apply. The full Sales Agreement is incorporated by reference as Exhibit 1.2.

Verb Technology Company, Inc. (VERB) has filed an automatic shelf registration statement (Form S-3ASR) allowing it to issue up to $1 billion of securities—common or preferred stock, debt, warrants, rights, purchase contracts or units—over time. The filing also includes an “at-the-market” (ATM) program of up to $1 billion in common stock to be sold through Cantor Fitzgerald and Cohen & Company Capital Markets at up to a 3% commission.

Concurrent with the registration, VERB closed a $558 million PIPE on 8 Aug 2025 at $9.51 per share (or prefunded warrants at $9.5099). Net proceeds and future ATM raises are earmarked primarily for a newly adopted TON Treasury Strategy under which Toncoin will become the company’s primary reserve asset. A subsidiary has already agreed to purchase $272.7 million of Toncoin at $1.83 per coin, positioning VERB as a leading holder and expecting staking rewards.

As of 7 Aug 2025, VERB had 60.54 million common shares outstanding and 1.28 million prefunded warrants (exercise $0.0001). The company remains a smaller-reporting, non-accelerated filer listed on Nasdaq under “VERB.” Management warns of significant operating losses, dependence on Toncoin price, regulatory uncertainties around digital assets, and potential dilution from both the ATM and future issuances.