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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
7, 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.
PIPE
Financing
On
August 7, 2025, Verb Technology Company, Inc. (the “Company”) completed its previously announced transactions
involving the entry into a subscription agreement (the “Subscription Agreement”) with certain institutional
investors (the “PIPE Subscribers”) for the issuance of 57,425,254 shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), at a price per share of $9.51, and 1,276,863 pre-funded
warrants to purchase shares of Common Stock at a purchase price per warrant of $9.5099 (“Pre-Funded Warrants”,
together with the Common Stock, the “Acquired Securities”), and gross proceeds of approximately $558
million (the “PIPE Financing”). The Acquired Securities were issued in a private placement in reliance upon
the 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 (“Toncoin”),
the native cryptocurrency of The Open Network (“TON”) blockchain, and for working capital and general corporate
purposes.
Approximately
one-third of the PIPE Subscribers have agreed to lock-up restrictions with the Company (the “Lock-Up Investors”)
whereby they will not sell or transfer the Acquired Securities for six months, with respect to all of the Acquired Securities held by
such PIPE Subscribers, or for 12 months, with respect to 50% of the Acquired Securities held by each such PIPE Subscriber, in each case
measured from the date of execution of the Subscription Agreement, subject to customary exceptions (the “Lock-Up Restrictions”).
Pursuant to the previously disclosed purchase agreement, the Lock-Up Investors that contributed Toncoin not eligible for trading or transfer
(the “Locked Toncoin”) are also subject to Lock-Up Restrictions with respect to the Acquired Securities issued
as consideration for the Locked Toncoin for the same duration as the Locked Toncoin are not eligible for trading or transfer, which may
exceed 12 months.
Advisory
Services Agreement
On
August 7, 2025, the Company entered into an advisory services agreement (the “Advisory Services Agreement”)
with Kingsway Capital Partners Limited (“Kingsway”), which is controlled by Manuel Stotz, the Company’s
newly appointed Executive Chairman of the Board of Directors (the “Board”) (as disclosed below in Item 5.02
of this Current Report on Form 8-K (the “Current Report”)). Pursuant to the Advisory Services Agreement, Kingsway
will provide advisory and consulting services to the Company with respect to the expansion and diversification of the Company’s
business through the Company’s new TON treasury strategy. In consideration for these services, the Company will pay to Kingsway,
payable in Toncoin or cash (upon mutual agreement of Kingsway and the Company), (i) a one-time set-up fee having a notional value of
$3.0 million within five business days of the date of execution of the Advisory Services Agreement and (ii) an annual advisory fee equal
to 2.0% of the Company’s market capitalization (calculated based upon the Company’s equity ownership on a fully diluted,
as converted basis), payable in arrears, in 12 monthly installments with such market capitalization calculated as of the last day of
each calendar month; however, if the advisory fee is paid in Toncoin, the amount of Toncoin due will be determined using the weighted-average
TON execution price as of the last day of each calendar month. The Company will also reimburse Kingsway for such reasonable fees and
expenses incurred in connection with the services rendered under the Advisory Services Agreement. The Advisory Services Agreement has
a 20-year term and successive one-year renewal periods upon the mutual agreement of Kingsway and the Company, unless earlier terminated.
The
foregoing description of the Advisory Services Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Advisory Services Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information contained in response to Item 1.01 above is incorporated herein by reference.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements
of Certain Officers
Director
Resignations
Effective
as of August 7, 2025 (the “Effective Date”), Messrs. Kenneth S. Cragun, James P. Geiskopf, and Edmund C. Moy
resigned from the Board and, to the extent applicable, all committees thereof (collectively, the “Resignations”).
The Resignations were not related to any disagreement with the Company. At the time of the Resignations: Mr. Cragun served on the Audit
Committee (“Audit Committee”) of the Board (Chair), the Risk and Disclosure Committee (the “Risk
Committee”) of the Board (Chair), the Governance and Nominating Committee (the “Governance and Nominating Committee”)
of the Board and the Compensation Committee (the “Compensation Committee”) of the Board; Mr. Geiskopf served
on the Compensation Committee (Chair), the Audit Committee, the Governance and Nominating Committee and the Risk Committee; and Mr. Moy
served on the Governance and Nominating Committee (Chair), the Audit Committee, the Compensation Committee and the Risk Committee.
Director
Appointments
Immediately
following the Resignations, also on August 7, 2025, the then-current Board elected each of Nicolas Cary (independent), Evan Sohn (independent)
and Manuel Stotz (Executive Chairman) as directors of the Company (the “New Directors”, together with the Board,
the “Post-Resignations Board”) to fill the newly created vacancies on the Board. Immediately upon filling the
vacancies, the Post-Resignations Board determined it to be in the best interests of the Company to (i) increase the size of the Post-Resignations
Board from four members to five members and (ii) to appoint Tucker Highfield (independent) as a director (the Post-Resignations Board,
following Mr. Highfield’s appointment, the “New Board”). Messrs. Highfield and Cary were each appointed
to serve on the Governance and Nominating Committee of the New Board, Messrs. Cary, Sohn and Highfield were each appointed to serve on
the Audit Committee of the New Board and Messrs. Sohn and Cary were each appointed to serve on the Compensation Committee of the New
Board (the “New Board Compensation Committee”). In recognition of their service on the New Board, the New Board
Compensation Committee approved the following compensation arrangements: Messrs. Cary, Sohn, and Highfield will receive a $187,500
cash retainer and received a $292,500 annual equity award in the form of restricted stock units (“RSUs”);
a $150,000 cash retainer and $240,000 annual equity award in the form of RSUs; and a $150,000 cash retainer and $240,000
annual equity award in the form of RSUs, respectively.
Mr.
Stotz is currently the Chief Executive Officer of Kingsway. In addition to the Advisory Services Agreement disclosed in Item 1.01 of
this Current Report, Kingsway participated in the PIPE Financing, pursuant to which it purchased approximately $118 million in Common
Stock. The information contained in response to Item 1.01 above is incorporated herein by reference.
Resignation
of Mr. Cutaia and Mr. Rivard as Chief Executive Officer and Chief Financial Officer
In
connection with the Officer Appointments (as defined below), Rory Cutaia and Bill Rivard stepped down as the President, Chief Executive
Officer and Interim Chief Financial Officer of the Company, respectively. Each of Mr. Cutaia’s and Mr. Rivard’s decision
to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr.
Cutaia will remain a director and an employee of the Company serving as the head of the Company’s existing social commerce technology
and video marketing operations. Mr. Rivard will remain an employee of the Company.
Appointment
of Chief Executive Officer
Veronika
Kapustina was appointed by the New Board as the Chief Executive Officer of the Company on August 7, 2025 (the “CEO Appointment”).
Ms. Kapustina, age 39, is the Founder and Advisor of Houghton Street Ventures LLP, an early-stage investment firm launched in partnership
with the London School of Economics & Political Science, where she led the firm’s creation, team recruitment, and initial fund
launch. She has also served as an Advisor to the TON Foundation, from January to July 2025, providing strategic guidance on organizational
restructuring, operational efficiency, and ecosystem stakeholder management. Previously, Ms. Kapustina was a Technology Investment Banker
at Morgan Stanley from 2010 to 2017, in both the UK and U.S., where she executed over 40 transactions totaling $37 billion in
value, including high-profile equity and debt raises and M&A transactions for leading technology companies. She has held directorships
at several private companies, including VK Strategies Ltd and Reframe Venture Ltd (VentureESG), and served as a board member of ClearAccessIP
LLC. Ms. Kapustina holds a BSc in Economics from the London School of Economics & Political Science. She is licensed with the UK
Financial Conduct Authority (CF4 and CF30).
In
connection with the CEO Appointment, the Company entered into an employment agreement with Ms. Kapustina effective as of the Effective
Date (the “CEO Employment Agreement”). Ms. Kapustina’s minimum annual base salary will be $850,000. Within
90 days from the Effective Date, Ms. Kapustina will receive two grants, an Initial Equity Award and a Secondary Equity Award (each, as
defined in the CEO Employment Agreement). Each of the Initial Equity Award and the Secondary Equity Award will be comprised of time-based
restricted stock units under the Company’s 2019 Stock and Incentive Compensation Plan, as amended (the “Plan”),
in an amount equal to 1% of Common Stock on a fully diluted basis as of the Effective Date, subject to approval by the New Board (or
the New Board Compensation Committee), with (i) 25% of the Initial Equity Award vesting on the one-year anniversary of the Effective
Date and one thirty-sixth of the remaining Initial Equity Award vesting on each monthly anniversary thereafter and (ii) the Secondary
Equity Award vesting on a quarterly basis over forty-eight (48) months beginning on the Effective Date, with a quarterly tranche performance-vest
as to one-sixteenth (1/16) of the overall Secondary Equity Award, with threshold performance measured at 1.4x a multiple of market capitalization
of the Company over net asset value and maximum performance at 1.8x a multiple of market capitalization of the Company over net asset
value, with straight-line interpolation between threshold and maximum performance levels (0%-100% of the applicable quarterly tranche),
in each case subject to Ms. Kapustina’s continued employment with the Company through each such date. In addition, Ms. Kapustina
will also be eligible to receive an annual performance award (the “CEO Annual Bonus”) pursuant to the Plan
with an annual target of 100% of her annual base salary, with achievement to be based on specific performance objectives determined by
the New Board, in the form of a cash payment no later than March 15th of the calendar year that immediately follows the calendar year
to which the CEO Annual Bonus relates.
There
are no arrangements or understandings between Ms. Kapustina and any other person pursuant to which she was appointed to serve as Chief
Executive Officer of the Company. There are no family relationships between Ms. Kapustina and any director or executive officer of the
Company, and Ms. Kapustina does not have a direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Appointment
of Chief Financial Officer and Chief Operating Officer
Sarah
Olsen was appointed by the New Board as the Chief Financial Officer and Chief Operating Officer of the Company on August 7, 2025 (the
“CFO and COO Appointment”, together with the CEO Appointment, the “Officer Appointments”).
Ms. Olsen, age 39, most recently served as Co-founder and Managing Partner of Europa Digital Assets Limited, where she led the firm’s
alternative investment strategies focused on market-neutral, relative value, and derivative strategies across global cryptocurrency markets
from 2022 to 2025. Prior to this, Ms. Olsen was the Global Head of Corporate Development for Onyx by J.P. Morgan, J.P. Morgan’s
digital asset group, from 2020 to 2022, where she was responsible for strategic investments, partnerships, and product development
in the blockchain and Web3 sectors. Ms. Olsen holds a Bachelor of Arts degree in Philosophy from Georgetown University. She has served
as a director for several entities, including Europa Digital Assets Limited, Europa Opportunistic Master Fund, and Europa Opportunistic
Offshore Fund.
In
connection with the CFO and COO Appointment, the Company entered into an employment agreement with Ms. Olsen effective as of the Effective
Date (the “CFO and COO Employment Agreement”). Ms. Olsen’s minimum annual base salary will be $850,000.
Within 90 days from the Effective Date, Ms. Olsen will receive two grants, an Initial Equity Award and a Secondary Equity Award
(each, as defined in the CFO and COO Employment Agreement). Each of the Initial Equity Award and the Secondary Equity Award will be comprised
of time-based restricted stock units under the Plan in an amount equal to 1% of Common Stock on a fully diluted basis as of the Effective
Date, subject to approval by the New Board (or the New Board Compensation Committee), with (i) 25% of the Initial Equity Award vesting
on the one-year anniversary of the Effective Date and one thirty-sixth of the remaining Initial Equity Award vesting on each monthly
anniversary thereafter, and (ii) the Secondary Equity Award vesting on a quarterly basis over forty-eight (48) months beginning
on the Effective Date, with a quarterly tranche performance-vest as to one-sixteenth (1/16) of the overall Secondary Equity Award, with
threshold performance measured at 1.4x a multiple of market capitalization of the Company over net asset value and maximum performance
at 1.8x a multiple of market capitalization of the Company over net asset value, with straight-line interpolation between threshold and
maximum performance levels (0%-100% of the applicable quarterly tranche), in each case subject to Ms. Olsen’s continued employment
with the Company through each such date. In addition, Ms. Olsen will be eligible to receive an annual performance award (the “CFO
and COO Annual Bonus”) pursuant to the Plan with an annual target of 100% of her annual base salary, with achievement to
be based on specific performance objectives determined by the New Board, in the form of a cash payment no later than March 15th of the
calendar year that immediately follows the calendar year to which the CFO and COO Annual Bonus relates. Lastly, Ms. Olsen will be eligible
to receive a one-time bonus with a total value of $1,500,000. This bonus was granted 50% in RSUs (i.e., $750,000 worth of RSUs)
of the Company under the Plan and the remaining 50% (less certain amounts) will be delivered as cash. The cash portion
of the bonus will be paid to Ms. Olsen within 30 days of the Effective Date, subject to her continued employment with the Company
through the date of payment. The equity portion of the bonus will vest on the six month anniversary of the Effective Date
following the successful and timely filing of the Company’s first quarterly report on Form 10-Q following the Effective
Date.
There
are no arrangements or understandings between Ms. Olsen and any other person pursuant to which she was appointed to serve as Chief Financial
Officer and Chief Operating Officer of the Company. There are no family relationships between Ms. Olsen and any director or executive
officer of the Company, and Ms. Olsen does not have a direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
In
connection with the appointment, each newly appointed director of the New Board and executive officer will enter into an indemnification
agreement with the Company in a similar form as the Company has entered into with its other directors and executive officers (the
“Indemnification Agreements”).
Each
of the foregoing descriptions of the CEO Employment Agreement, the CFO and COO Employment Agreement and the Indemnification Agreements
does not purport to be complete and is qualified in its entirety by the respective terms and conditions of each agreement, which are
attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.
Item.
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 7, 2025, the Company filed certificates of withdrawal relating to the Company’s Series A Convertible Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock with the Nevada Secretary of State withdrawing from
its Articles of Incorporation all matters set forth in the Certificate of Designation of Series A Convertible Preferred Stock, the
Certificate of Designation of Series B Preferred Stock, the Certificate of Designation of Series C Preferred Stock and Certificate
of Designation of Series D Preferred Stock, respectively (the “Certificates of Withdrawal”). Copies of the Certificates
of Withdrawal are listed as Exhibits 3.1, 3.2, 3.3 and 3.4 to this Current Report on Form 8-K and are incorporated herein by
reference.
Item
7.01. Regulation FD.
On
August 8, 2025, the Company issued a press release announcing the closing of the PIPE Financing. A copy of the press release is
attached as Exhibit 99.1 hereto.
Total
Shares Outstanding
As of the date hereof, the Company
has 60,538,922 total shares outstanding.
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.
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, site tours 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. PLEASE NOTE THAT, FOLLOWING THE CLOSING OF THE PIPE FINANCING,
THE COMPANY HAS UPDATED ITS SOCIAL MEDIA ACCOUNTS.
Following
the closing of the PIPE Financing, the Company intends to post 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).
The Company also expects Mr. Stotz to post 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 intends to use 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 our 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 Toncoin holdings, the implementation of its TON treasury strategy, the anticipated rebranding
of the Company, the future of the Company’s ongoing business operations, 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: 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 Financing 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
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.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Withdrawal of Certificate of Designation of Series A Convertible
Preferred Stock |
| 3.2 |
|
Certificate of Withdrawal of Certificate of Designation of Series B Preferred
Stock |
| 3.3 |
|
Certificate of Withdrawal of Certificate of Designation of Series C Preferred
Stock |
| 3.4 |
|
Certificate of Withdrawal of Certificate of Designation of Series D Preferred
Stock |
| 10.1 |
|
Advisory Services Agreement, dated August 7, 2025 by and between Verb Technology Company, Inc. and Kingsway Capital Partners Limited |
| 10.2 |
|
Employment Agreement, effective August 7, 2025, by and between the Company and Veronika Kapustina |
| 10.3 |
|
Employment Agreement, effective August 7, 2025, by and between the Company and Sarah Olsen |
| 10.4 |
|
Form of Indemnification Agreement |
| 99.1 |
|
Press
Release, dated August 8, 2025 |
| 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 8, 2025 |
Verb
Technology Company, Inc. |
| |
|
|
| |
By: |
/s/ Sarah
Olsen |
| |
Name: |
Sarah
Olsen |
| |
Title: |
Chief
Financial Officer and Chief Operating Officer |
