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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): |
|
August
28, 2025 |
| 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.) |
| 3024
Sierra Juniper Ct |
|
|
| 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 (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 |
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. ☐
Item
7.01 Regulation FD Disclosure.
Verb
Technology, Inc. (the “Company”) believes that there may be market rumors about the Company’s
financing plans. As a matter of course, the Company does not respond to rumors or speculation and updates investors only as a
part of its regular reporting process. In this case, the Company has determined to confirm that, other than at the market
offerings under the Company’s Controlled Equity OfferingSM Sales Agreement, the Company is not currently pursuing a
securities offering by the Company. The Company regularly considers opportunities to raise capital from time to time and may pursue
a securities offering in the future.
As previously disclosed, the Company is obligated
to use its commercially reasonable efforts to file a resale shelf registration statement pursuant to the Subscription Agreement, dated
as of August 3, 2025 (the “Subscription Agreement”), in connection with the Company’s $558 million private
placement that closed on August 7, 2025 (the “Closing Date”) in order to register resales by investors party
to the Subscription Agreement. The Company intends to file a shelf registration statement within 30 calendar days after the Closing Date,
as required under the Subscription Agreement. The filing of such registration statement does not require or obligate any investor to
sell Company securities, and a certain number of the holders are subject to lockup restrictions whereby they agreed not to sell or transfer
the purchased securities for six to 12 months from the signing of the Subscription Agreement (subject
to customary exceptions), or in excess of 12 months.
Disclosure
Channels to Disseminate Information
Company investors and others should note that
the Company announces material information to the public about the Company, its strategy and other items through a variety of means,
including on the Company website (https://www.verb.tech.com/), its investor relations website (https//ir.verb.tech), its email
alerts subscription website (https://ir.verb.tech/news-events/email-alerts), its filings with the SEC, press releases, public
conference calls, webcasts, and its various social media accounts in order to achieve broad, non-exclusionary distribution of information
to the public. The Company encourages its investors and others to review the information it makes public in the locations below as such
information could be deemed to be material information.
The Company posts
information about the Company (which may or may not be material) via the following social media accounts: the Company’s new Telegram
handle (@tonstrat) and its new X.com handle (@tonstrat). Mr. Stotz posts information about the Company (which may or may not be material)
through his social media accounts, including his X.com handle (@ManuelStotz). The social media channels used by the Company and Mr. Stotz
may be updated by the Company and Mr. Stotz, respectively, from time to time.
Although the
Company does not intend for its social media accounts to be its primary method of disclosure for material information, it is possible
that certain information the Company posts on its social media accounts may be deemed material to investors. Therefore, the Company is
notifying investors, the media and other interested parties that it uses the aforementioned social media accounts, together with its
investor relations website, traditional press releases, and filings with the Commission, to publish important information about the Company,
including information that may be deemed material to investors. The Company encourages investors, the media and other interested parties
to review the information it posts on its aforementioned investor relations website and social media channels, in addition to information
announced by the Company through its filings with the SEC, press releases, webcasts and other presentations.
Forward-Looking Statements
This Current Report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company’s financing
plans, the filing of a resale registration statement, and other initiatives. Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance.
Important factors that may affect actual results or outcomes include, but are not limited to: risks related to TONcoin and the digital
asset industry; the ability of the Company to successfully execute its business plan and achieve the intended benefits thereof; and other
risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the Securities and Exchange Commission (the “SEC”),
and in the Company’s subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and the
Company disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or
otherwise, except as required by law.
No Offer or Solicitation
None of this
Current Report nor the exhibits attached hereto constitutes an offer to sell, or a solicitation of an offer to buy, Common Stock or any
other securities, nor shall there be any sale of Common Stock or any other securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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:
August 28, 2025 |
Verb
Technology Company, Inc. |
| |
|
|
| |
By: |
/s/
Sarah Olsen |
| |
Name: |
Sarah
Olsen |
| |
Title: |
Chief
Financial Officer and Chief Operating Officer |
