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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
3, 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
1.01 Entry into a Material Definitive Agreement.
On
August 3, 2025, Verb Technology Company, Inc. (the “Company”) entered into a subscription agreement (the “Subscription
Agreement”) with certain institutional investors (the “PIPE Subscribers”) in an aggregate amount
of approximately $558 million, pursuant to which the Company agreed to issue, and the PIPE Subscribers agreed to purchase, shares
of common stock, par value $0.0001 per share, (the “Common Stock”), at a purchase price of $9.51 per share
(and pre-funded warrants to purchase shares of Common Stock at a purchase price per warrant of $9.5099) (the “Pre-Funded
Warrants” and such offering, the “PIPE Financing”). The shares of Common Stock and
Pre-Funded Warrants will be issued in a private placement in reliance upon an exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”) and/or Regulation D promulgated
thereunder and in reliance on similar exemptions under applicable state laws.
The
net proceeds from the PIPE Financing are intended to be used by the Company to purchase Toncoin (“TON”), the native cryptocurrency of
The Open Network blockchain, and for working capital and general
corporate purposes. The PIPE Financing is expected to close on or about August 7, 2025.
On
July 31, 2025, Verb Subsidiary 3, Corp., a wholly owned subsidiary of the Company, entered into a purchase agreement to purchase
TON in the aggregate amount of approximately $272.7 million at a purchase price of $1.83 per TON. The closing of the TON purchase is
contingent upon the satisfaction of certain conditions, including the closing of the PIPE Financing, and customary conditions as set
forth therein.
The
closing of the PIPE Financing is contingent upon the satisfaction or waiver of customary closing conditions. Pursuant to the Subscription
Agreements, the Company has agreed to use commercially reasonable efforts to file with the Securities and Exchange Commission (the “SEC”),
within thirty (30) calendar days after the closing of the PIPE Financing, a registration statement registering the resale of the shares
of Common Stock and any shares issuable upon exercise of the Pre-Funded Warrants (the “Registrable Securities”).
The Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable
after filing, but no later than the fifteenth (15th) business day (or 60th business day if the SEC notifies the Company that
it will review the registration statement) following the filing of such resale registration statement. The Company is also obligated
to maintain the effectiveness of the registration statement for a period ending on the earlier of (A) the date the PIPE Subscriber ceases
to hold any Registrable Securities, (B) the date all Registrable Securities held by the PIPE Subscriber may be sold without restriction
under Rule 144, and (C) three years from the effective date of the registration statement. Additionally, approximately
one-third of the investors have agreed to lock-up restrictions with the Company whereby they will not sell or transfer the Company’s
securities for six or more months from the signing of the subscription agreement, subject to customary exceptions.
The
Subscription Agreement shall terminate and be void and of no further force and effect upon the earliest to occur of (1) the mutual written
agreement of the respective parties to terminate such agreement; (2) if any of the conditions to closing are not satisfied or capable
of being satisfied on or prior to the closing and, as a result, the transactions contemplated by the Subscription Agreement will not
be or are not consummated at closing; and (3) at the election of the PIPE Subscribers, on or after August 15, 2025.
The
form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”),
and the foregoing description thereof is qualified in its entirety by reference to the full text of the form of Subscription Agreement
and the terms of which are incorporated by reference herein.
Cohen
& Company Securities, LLC, acting through its Cohen & Company Capital Markets division (“Placement Agent”),
is acting as placement agent in connection with the PIPE Financing. The Company has agreed to pay the Placement Agent a cash placement
fee equal to 5.0% of the aggregate gross proceeds of the PIPE Financing, excluding any gross proceeds from investors introduced directly
by the Company, and an equity fee consisting of shares of Common Stock equal to 2.0% of the gross proceeds of the PIPE Financing,
also excluding any gross proceeds from such investors. The Company has also agreed to reimburse certain reasonable and documented out-of-pocket
expenses of the Placement Agent in connection with the PIPE Offering, including but not limited to the reasonable fees and disbursements
of outside attorneys, up to a maximum of $150,000.
Item
7.01. Regulation FD.
On
August 4, 2025, the Company issued a press release announcing the PIPE Offering. A copy of the press release is attached as Exhibit 99.1
hereto, and a copy of the investor presentation used with investors in the PIPE Financing is attached as Exhibit 99.2 hereto.
With
support from Kingsway Capital and Blockchain.com,
the Company plans to rebrand as TON Strategy Co. and dedicate the majority of the proceeds to acquiring and holding Toncoin as its primary
treasury reserve asset. The new business line will focus on building a significant on-chain Toncoin treasury, emphasizing transparency,
compliance, and verification of holdings. Additional updates regarding the acquisition of Toncoin, treasury growth, and governance measures
are expected in the coming weeks. The Company’s existing business operations will continue and are expected to continue to expand.
The
information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibits 99.1 and 99.2 furnished herewith, shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
8.01. Other Events.
On
August 1, 2025, the Company redeemed in full all outstanding shares of its Series D Non-Convertible Preferred Stock (the “Series
D Preferred Stock”). The redemption was effected pursuant to the terms and conditions set forth in the Certificate of Designation
of the Series D Preferred Stock, and the Company paid an aggregate cash amount equal to the applicable Series D Preferred Liquidation
Amount (the original issue price plus any accrued but unpaid 9% annual preferred return) for all shares redeemed. Following this
redemption, no shares of Series D Preferred Stock remain outstanding.
The
Series D Preferred Stock, originally issued on April 22, 2025, to Streeterville Capital, LLC, accrued a 9% annual preferred return and
did not carry voting rights. The redemption of the Series D Preferred Stock was funded from the Company’s available cash resources
and is part of the Company’s ongoing efforts to optimize its capital structure in connection with the PIPE Financing
and TON treasury strategy.
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 expected settlement of the PIPE Financing, the Company’s existing operations and the implementation
of a TON treasury strategy. 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 whether the Company will be able to satisfy the conditions
required to close the transactions; the potential impact of market and other general economic conditions; the ability of the Company
to successfully execute its business plan, including the implementation of the TON treasury strategy and achieve the intended
benefits thereof; the Company’s failure to manage growth effectively; the Company’s failure to fully realize the anticipated
benefits of the PIPE Offering and use of proceeds therefrom; 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 March 31, 2025 filed with 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.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant (included in Exhibit 10.1).
|
| |
|
|
| 10.1 |
|
Form
of Subscription Agreement, dated as of August 3, 2025, by and between Verb Technology Company, Inc., VERB Subsidiary 1, Corp.,
VERB Subsidiary 2, Corp., VERB Subsidiary 3, Corp. and certain investors party thereto. |
| |
|
|
| 99.1 |
|
Press Release, dated August 4, 2025 |
| |
|
|
| 99.2 |
|
Investor Presentation |
| |
|
|
| 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:
August 4, 2025 |
Verb
Technology Company, Inc. |
| |
|
|
| |
By: |
/s/
Rory J. Cutaia |
| |
Name: |
Rory
J. Cutaia |
| |
Title: |
President
and Chief Executive Officer |
