Verb Technology 8-K/A: Lyvecom Financials and Combined Pro Forma Data

Rhea-AI Filing Summary

Verb Technology Company, Inc. (VERB) has filed Amendment No. 1 to its April 17, 2025 Form 8-K to include Lyvecom, Inc.’s historical and pro forma financial information associated with VERB’s April 11, 2025 acquisition of the privately held live-commerce platform.

The 8-K/A supplies two key exhibits:

• Exhibit 99.1: Audited consolidated financial statements of Lyvecom for the fiscal years ended December 31, 2024 and 2023, plus unaudited condensed statements for the quarter ended March 31, 2025 (with comparative 2024 quarter).
• Exhibit 99.2: Unaudited pro forma condensed combined financial statements illustrating how the transaction would have affected VERB’s results as if the deal had closed on January 1, 2024 and March 31, 2025.

Additional exhibits referenced but previously filed include the binding term sheet (Ex. 10.1), the stock purchase agreement (Ex. 10.2), and the consent of Grassi & Co., CPAs (Ex. 23.1). The filing is signed by CEO Rory J. Cutaia on June 25, 2025.

This amendment fulfills SEC Rule 3-05 and Article 11 requirements by providing investors with audited target financials and a combined pro forma view, enhancing transparency around the strategic acquisition.

Positive

• Compliance with SEC Rule 3-05 and Article 11: VERB supplies audited target financials and pro forma statements, enhancing disclosure for investors.
• Confirmation of Lyvecom acquisition completion: Reaffirms the April 11, 2025 closing date, providing clarity on transaction status.

Negative

• None.

Insights

M&A Specialist

TL;DR: Routine 8-K/A supplies Lyvecom audits & pro formas; improves disclosure, limited immediate valuation impact.

The amendment meets post-closing reporting obligations for significant acquisitions. By adding Lyvecom’s audited FY 2023-24 results and combined pro formas, VERB allows investors to gauge dilution, revenue mix and potential synergies. However, the document itself introduces no new transaction terms, price adjustments, or synergy targets, so market impact should be modest. The inclusion of the auditor’s consent (Ex. 23.1) indicates completed diligence. Overall, the filing is a compliance step rather than a value-changing catalyst.

Financial Analyst

TL;DR: Adds historical numbers for Lyvecom; transparency up, fundamentals unchanged absent figures.

Investors now receive audited 2024/2023 statements and pro forma scenarios, enabling basic ratio analysis once figures are reviewed. Because the amendment does not reveal headline revenue, EBITDA, or purchase consideration, we cannot quantify accretion/dilution yet. Nonetheless, providing Article 11 pro formas reduces uncertainty surrounding VERB’s integration path. With no restatement or adverse findings disclosed, financial risk appears unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2025 (April 11, 2025)

VERB TECHNOLOGY COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

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

3024 Sierra Juniper Court

Las Vegas, Nevada 89138

(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:

☐	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

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. ☐

Explanatory Note

On April 17, 2025, Verb Technology Company, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”), reporting that on April 11, 2025, the Company completed the acquisition of Lyvecom, Inc. (“Lyvecom”) pursuant to a stock purchase agreement (the “Acquisition”) with Lyvecom and the shareholders of Lyvecom.

This Amendment No. 1 to this Current Report on Form 8-K (“Amendment No. 1”) amends the Original Form 8-K to provide the audited consolidated financial statements of Lyvecom as of December 31, 2024 and December 31, 2023 and for the two year period ended December 31, 2024, the unaudited condensed financial statements of Lyvecom as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, and the unaudited pro forma condensed combined financial information of Lyvecom and the Company, as Exhibit 99.1 and Exhibit 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The audited consolidated financial statements of Lyvecom, Inc., as of December 31, 2024 and December 31, 2023 and for the two year period ended December 31, 2024 and unaudited condensed financial statements of Lyvecom, Inc. as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 and are filed herewith as Exhibit 99.1.

(b) Pro forma financial information

The unaudited pro forma condensed consolidated financial information of the Company to reflect the effect of the Acquisition as if it had occurred on March 31, 2025 and on January 1, 2024, is filed herewith as Exhibit 99.2.

(c) Exhibits

Number		Description
10.1		Binding Term Sheet by and among the Verb Technology Company, Inc. Lyvecom, Inc. and the shareholders of Lyvecom, Inc. (Incorporated by reference as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 4, 2025)
10.2		Stock Purchase Agreement by and among Verb Technology Company, Inc. Lyvecom, Inc. and the shareholders of Lyvecom, Inc. (Incorporated by reference as Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 17, 2025)
23.1		Consent of Grassi & CO., CPAs, P.C.
99.1		Audited financial statements of Lyvecom, Inc. as of December 31, 2024 and December 31, 2023 and for the two year period ended December 31, 2024 and unaudited condensed financial statements of Lyvecom, Inc. as of March 31, 2025 and for the three months ended March 31, 2025 and 2024
99.2		Pro Forma condensed combined financial statements for Lyvecom, Inc. and Verb Technology Company, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 25, 2025	VERB TECHNOLOGY COMPANY, INC.
	By:	/s/ Rory J. Cutaia
	Name:	Rory J. Cutaia
	Title:	President and Chief Executive Officer

FAQ

Why did VERB file an 8-K/A on June 25, 2025?

To add Lyvecom’s audited FY 2023-24 financials and pro forma combined statements required after its April 11, 2025 acquisition.

What financial statements were added in Exhibit 99.1?

Audited Lyvecom balance sheets and income statements for 12/31/24 & 12/31/23 plus unaudited Q1 2025 results.

What does Exhibit 99.2 show?

Unaudited pro forma condensed combined results illustrating VERB + Lyvecom as if the deal closed on 1/1/24 and 3/31/25.

Did the amendment disclose new purchase terms or consideration amounts?

No. The 8-K/A only adds historical and pro forma financials; key deal terms remain as previously filed in Ex. 10.2.

Who signed the amended filing for VERB?

President & CEO Rory J. Cutaia signed the report on June 25, 2025.