Verb Technology files $1 billion ATM shelf with Cantor Fitzgerald

Rhea-AI Filing Summary

Verb Technology Company, Inc. (VERB) filed an 8-K announcing a new Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. and Cohen & Company Capital Markets. The agreement allows the company, at its sole discretion, to issue and sell up to $1 billion of common stock through “at-the-market” (ATM) transactions under its automatic shelf registration statement on Form S-3 filed the same day (File No. 333-289402).

Cantor will act as principal and/or sole sales agent, using “commercially reasonable efforts” to execute sales in accordance with the company’s instructions. The agents will earn a commission of up to 3 % of gross proceeds. Verb retains the right to suspend or terminate sales at any time and is under no obligation to sell any shares. Standard indemnification and contribution provisions in favor of the agents apply. The full Sales Agreement is incorporated by reference as Exhibit 1.2.

Positive

• Enhanced liquidity: Up to $1 billion in potential proceeds provides substantial funding flexibility.
• Low execution cost: Agent commission capped at 3 % keeps capital raising expense modest.
• Discretionary structure: Company can suspend or terminate the ATM at any time, limiting unwanted issuance.

Negative

• Dilution risk: Issuing new shares could materially increase share count and reduce existing ownership percentages.
• Market overhang: Presence of a large ATM program can pressure share price as investors anticipate additional supply.

Insights

Equity Capital Markets Analyst

TL;DR Verb’s $1 billion ATM facility strengthens liquidity options but signals potential shareholder dilution.

The filing gives Verb significant funding flexibility via Rule 415 ATM issuance. Because sales occur at prevailing market prices with a modest 3 % fee, it can efficiently tap equity when conditions are favorable. However, the authorization magnitude—up to $1 billion—could materially expand the share count if fully utilized, pressuring EPS and existing holders’ ownership. The company’s ability to suspend or terminate provides control, yet market perception often discounts the stock once an ATM is in place. Overall, the event is moderately negative for valuation yet enhances balance-sheet optionality.

Portfolio Manager

TL;DR Large ATM program offers financial runway; share dilution risk tempers enthusiasm.

Access to a billion-dollar equity line can fund growth initiatives without immediate debt. Commissions are in line with market norms, and Cantor’s involvement lends credibility. Still, incremental supply entering the market may cap upside until clarity on capital deployment emerges. Impact is mixed: liquidity positive, dilution negative; net stance is neutral to slightly adverse for current shareholders.

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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 8, 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 8.01. Other Events.

On August 8, 2025, Verb Technology Company, Inc. (the “Company”) announced its entry into a Controlled Equity Offering^SM Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (each, an “Agent” and together, the “Agents”), pursuant to which the Company from time to time, at its option, may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.0001 per share (the “Company Common Stock”) to or through Cantor, acting as principal and/or the sole designated sales agent, having an aggregate sales price of up to $1,000,000,000 (the “ATM Offering”).

Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided the Agents with customary indemnification and contribution rights in favor of the Agents, and the Agents will be entitled to a commission of up to 3% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.

Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 1.2 to the Registration Statement (as defined below) with the Securities and Exchange Commission (the “Commission”) by the Company and incorporated herein by reference.

The Company Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-289402) (the “Registration Statement”), which was filed with the Commission on August 8, 2025, which included an “at the market offering” prospectus covering the offer and sale of the ATM Shares pursuant to the Sales Agreement. 

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

FAQ

What did VERB announce in its August 8 2025 8-K?

It disclosed a Controlled Equity Offering Sales Agreement enabling at-the-market sales of up to $1 billion of common stock.

Which firms are acting as sales agents for VERB’s ATM program?

Cantor Fitzgerald & Co. and Cohen & Company Capital Markets are the designated agents.

What commission will the agents receive on VERB’s ATM sales?

They are entitled to up to 3 % of the gross proceeds from each sale.

Can VERB suspend or terminate the ATM offering?

Yes, the company may suspend offers or terminate the Sales Agreement at any time.

Under which SEC registration statement will the ATM shares be issued?

Shares will be issued under automatic shelf registration statement Form S-3 File No. 333-289402.