[D] Verb Technology Company, Inc. SEC Filing

Rhea-AI Filing Summary

Verb Technology Company, Inc. filed a Form D for a Regulation D offering under Rule 506(b), reporting total offering proceeds of $558,257,133, all of which are shown as sold with $0 remaining to be sold. The filing lists 141 investors and notes a minimum investment of $0. Securities offered include common equity and associated options/warrants, plus the underlying security to be issued on exercise. Sales commissions are reported as $10,468,869 (cash) plus an additional 512,860 shares payable in commission not included in the Item 13 totals. The issuer is Verb Technology Company, Inc., a Nevada corporation classified as "Other Technology," with principal offices in Las Vegas. The offering is not in connection with a business combination and is not intended to last more than one year. The Form D is signed by CEO Veronika Kapustina.

Positive

• Total offering fully sold at $558,257,133, indicating successful capital raise
• No proceeds paid to named executives or directors (reported $0), reducing immediate related-party concerns
• Use of Rule 506(b) indicates reliance on accredited-investor exemptions without general solicitation

Negative

• Sales commissions are material: cash commissions of $10,468,869 plus 512,860 shares payable, reducing net proceeds
• Minimum investment stated as $0, which is atypical and may merit further clarification outside the Form D

Insights

Securities Offerings Specialist

TL;DR: Large private placement completed under Rule 506(b) with substantial proceeds and material cash commissions.

The filing documents a sizable Regulation D placement totaling $558.26 million and fully sold, which is material relative to most private raises and signals significant capital access. Use of Rule 506(b) indicates reliance on traditional accredited-investor exemptions without general solicitation. Reported sales commissions of $10.47 million plus an equity commission of 512,860 shares are meaningful distribution expenses and should be considered when assessing net proceeds available to the company. The large investor count (141) suggests the offering involved multiple participants rather than a very small number of anchor investors. No proceeds paid to executives are reported.

Corporate Governance & Compliance Analyst

TL;DR: Filing appears complete for Form D disclosure; no indication of improper related-party payments.

The Form D lists issuer officers and directors and affirms $0 in proceeds used to pay named executives, directors or promoters, which reduces immediate related-party concern. The signature by the CEO certifies Rule 506 eligibility assertions. The disclosure that pre-funded warrants exercise costs are nominal ($0.0001) is recorded but not quantified in proceeds. The filing provides required state solicitation jurisdictions and identifies an associated broker-dealer, which supports regulated distribution channels. No statements in the filing indicate ongoing securities-law issues or litigation.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001566610

nFusz, Inc.

BBOOTH, INC.

Global System Designs, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Verb Technology Company, Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Verb Technology Company, Inc.
Street Address 1		Street Address 2
3024 SIERRA JUNIPER COURT
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LAS VEGAS	NEVADA	89138	855-250-2300

3. Related Persons

Last Name	First Name	Middle Name
Kapustina	Veronika
Street Address 1	Street Address 2
3024 Sierra Juniper Court
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89138

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Olsen	Sarah
Street Address 1	Street Address 2
3024 Sierra Juniper Court
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89138

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cutaia	Rory
Street Address 1	Street Address 2
3024 Sierra Juniper Court
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89138

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cary	Nicolas
Street Address 1	Street Address 2
3024 Sierra Juniper Court
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89138

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sohn	Evan
Street Address 1	Street Address 2
3024 Sierra Juniper Court
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89138

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stotz	Manuel
Street Address 1	Street Address 2
3024 Sierra Juniper Court
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89138

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Highfield	Tucker
Street Address 1	Street Address 2
3024 Sierra Juniper Court
City	State/Province/Country	ZIP/PostalCode
Las Vegas	NEVADA	89138

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
X	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-07				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Cohen & Company Securities, LLC	104002
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
3 Columbus Circle	Floor 24
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
ARIZONA CALIFORNIA COLORADO CONNECTICUT FLORIDA GEORGIA ILLINOIS MASSACHUSETTS NEVADA NEW JERSEY NEW YORK NORTH CAROLINA PENNSYLVANIA PUERTO RICO TENNESSEE TEXAS UTAH WYOMING

13. Offering and Sales Amounts

Total Offering Amount	$558,257,133	USD	or Indefinite
Total Amount Sold	$558,257,133	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

These totals do not include the nominal cost to exercise pre-funded warrants at $0.0001 per warrant.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

141

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$10,468,869	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

An additional Sales Commission is payable in the form of 512,860 shares of Company Common Stock. Such shares are not included in the totals in Item 13.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Verb Technology Company, Inc.	/s/Veronika Kapustina	Veronika Kapustina	Chief Executive Officer	2025-08-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did VERB raise in this Form D filing?

The filing reports total offering proceeds of $558,257,133, with $558,257,133 sold and $0 remaining.

Under which exemption was VERB's offering conducted?

The offering relied on Rule 506(b) of Regulation D as the federal exemption claimed.

How many investors participated in VERB's offering?

The Form D lists a total of 141 investors who already invested in the offering.

What sales compensation was paid in VERB's offering?

Reported cash sales commissions total $10,468,869, and an additional 512,860 shares of common stock are payable as commission (not included in Item 13 totals).

Were any proceeds paid to officers, directors, or promoters?

The filing reports $0 of the gross proceeds used for payments to named executive officers, directors, or promoters.