Verb Technology Co Inc SEC Filings

The filing is an Form 8-K reporting a material event dated September 8, 2025. It notifies investors that the company distributes material information through its website, investor relations/email alerts, SEC filings, press releases, conference calls, webcasts and social media to achieve broad, non‑exclusionary distribution. The document is signed by Veronika Kapustina, Chief Executive Officer. The filing includes exhibit references but provides no detailed financial metrics, transaction details, or earnings information in the disclosed text.

Prospectus excerpts from an S-3ASR for Verb Technology Company, Inc. (VERB) showing the table of selling stockholders and administrative details. The document lists many institutional and individual holders with their Common Stock Outstanding Before this Offering and Immediately After this Offering recorded as identical amounts and a column showing Shares Offered as 0 or an em dash for each holder. Itemized fees appear: Transfer Agent Fees $15,000, Printing $1,000, Legal Fees $206,000, Accounting Fees $10,000. Signatures include the CEO Veronika Kapustina, CFO Sarah Olsen, Executive Chairman Manuel Stotz and multiple directors. The text also references filings and dates including March 25, 2025; May 13, 2025; June 30, 2025; and an August 6, 2025 filing reference.

TON Strategy Company used this report to share more detail on its Toncoin-focused treasury strategy and recent investor communications. The company said its previously disclosed Toncoin holdings are about 217 million Toncoin, representing roughly 4.23% of Toncoin’s total supply, and outlined a goal to increase its holdings to more than 5% of the total supply over time.

The company described its approach of accumulating Toncoin and staking it to earn daily Toncoin rewards, which can create revenue and cash flow opportunities. It may pursue multiple staking methods, including self-staking, using third-party providers, and staking for others to earn higher yields and fees. TON Strategy also indicated that during the remainder of 2025 and 2026 it may consider building or buying proprietary staking infrastructure for itself and third parties, potentially tokenizing its stock on the TON blockchain, and supporting TON’s open-source software development ecosystem.

Rory J. Cutaia reported a grant of 12,146 restricted stock units (RSUs) on 08/07/2025 under the company's 2019 Stock Incentive Plan. The RSUs were issued at a $0 price and will vest on the one-year anniversary of the grant. Following the reported transaction, the reporting person beneficially owns 899,870 shares. The filing identifies the issuer as TON Strategy Co [TONX] and states the RSUs were issued pursuant to Verb Technology Company, Inc.'s 2019 Stock Incentive Plan, as amended.

TON Strategy Company reported that its Board of Directors approved a new 2025 stock repurchase program authorizing buybacks of up to $250.0 million of its common stock. The company may repurchase shares from time to time through open market purchases, privately negotiated transactions, or other methods permitted under federal securities laws, including Rule 10b-18. The program does not require any minimum repurchase amount and can be increased, decreased, suspended, or discontinued by the company at any time, with decisions driven by capital resources, financial and operational metrics, market conditions, share price, regulatory limits, and other factors.

The company also highlighted that it may share important information via its website, SEC filings, press releases, conference calls, webcasts, and social media channels, including its Telegram and X.com accounts, as well as posts by Mr. Manuel Stotz on his X.com account. Investors are encouraged to review these channels along with traditional disclosures for potentially material updates about the company and its strategy.

Verb Technology Company, Inc. reported that it is changing its corporate name to TON Strategy Company, effective at 9:00 a.m. Eastern Daylight Time on September 2, 2025, through a Certificate of Amendment filed in Nevada. The Board of Directors approved this name change without shareholder approval under Nevada law, and the company’s bylaws were amended solely to reflect the new name.

The company’s Nasdaq trading symbol for its common stock will change from “VERB” to “TONX” as of the open of trading on September 2, 2025. The rights of existing securityholders are unchanged, and the common stock CUSIP number 92337U302 remains the same, so holders do not need to take any action. The company also announced it will publish its first “Chairman’s Message” on September 5, 2025 and highlighted its website, investor relations site, SEC filings, press releases, and specified social media accounts as channels where it may share information, including items that could be material to investors.

Verb Technology Company, Inc. filed a current report to address market rumors about its financing plans and to explain its upcoming resale registration obligations. The Company states that, apart from ongoing at-the-market offerings under its Controlled Equity Offering Sales Agreement, it is not currently pursuing any new securities offering by the Company, while noting it regularly evaluates capital-raising options.

The report reiterates that Verb previously completed a $558 million private placement on August 7, 2025 and, under an August 3, 2025 Subscription Agreement, must use commercially reasonable efforts to file a resale shelf registration statement within 30 days of the closing to register resales by participating investors. Some of these investors agreed to lockup periods of six to twelve months or longer. Verb also outlines its use of its website, SEC filings, press releases, webcasts, and specified Telegram and X.com accounts as potential channels for sharing information that may be material to investors.

Verb Technology Company, Inc. filed a Form D for a Regulation D offering under Rule 506(b), reporting total offering proceeds of $558,257,133, all of which are shown as sold with $0 remaining to be sold. The filing lists 141 investors and notes a minimum investment of $0. Securities offered include common equity and associated options/warrants, plus the underlying security to be issued on exercise. Sales commissions are reported as $10,468,869 (cash) plus an additional 512,860 shares payable in commission not included in the Item 13 totals. The issuer is Verb Technology Company, Inc., a Nevada corporation classified as "Other Technology," with principal offices in Las Vegas. The offering is not in connection with a business combination and is not intended to last more than one year. The Form D is signed by CEO Veronika Kapustina.

Verb Technology Company, Inc. disclosed that as of August 21, 2025, its treasury assets exceeded $780 million, consisting of $713 million of Toncoin, the native cryptocurrency of The Open Network blockchain, and $67 million of cash. The dollar value of the Toncoin holdings is based on a $3.28 CoinMarketCap price for $TON as of August 20, 2025 at 9 p.m. EDT.

The company states that its strategy targets accumulating over 5% of Toncoin’s circulating supply to be a significant participant in maintaining and securing the network infrastructure. It also intends to steadily increase Toncoin held per share through reinvestment of cash flows, staking rewards and disciplined capital markets activity. Verb further highlights that it may share material information through its website, investor relations site, SEC filings, press releases, webcasts, and updated social media channels, including its new @tonstrat handles and posts by Mr. Stotz.