Welcome to our dedicated page for Verb Technology Co SEC filings (Ticker: VERB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The VERB SEC filings page on Stock Titan provides structured access to the regulatory documents of Verb Technology Company, Inc., which has approved a name change to TON Strategy Company and a Nasdaq ticker change from VERB to TONX. These filings, including Forms 8-K, 10-Q, and related exhibits, document the company’s evolution from a social commerce and telehealth technology operator into an issuer with a dedicated TON-based digital asset treasury strategy.
Investors reviewing VERB’s current reports can see detailed disclosures about its large private placement (PIPE) transactions, the use of proceeds to acquire Toncoin (TON), and advisory arrangements connected to its TON treasury strategy. 8-K filings also describe the Certificate of Amendment that changes the corporate name, the symbol change on Nasdaq, the adoption of a stock repurchase program, and the engagement of buyback agents. Additional 8-K items outline key governance developments, such as changes in directors and executive officers, and material agreements related to capital structure and at-the-market offerings.
Periodic reports such as Form 10-Q, referenced in company press releases, provide narrative and tabular information on revenue contributions from business units like MARKET.live and GO FUND YOURSELF, operating expenses, liquidity, and non-GAAP measures such as Modified EBITDA. These documents also include risk factor discussions and management’s commentary on the performance of social commerce, telehealth portals, and the interactive crowdfunding TV show.
On Stock Titan, users can access VERB’s filings as they are made available through EDGAR and use AI-powered summaries to interpret complex sections, such as treasury strategy descriptions, Toncoin holdings, and details of equity and preferred stock arrangements. This helps readers quickly understand what each filing reports about VERB’s financial condition, capital markets activity, and strategic shift toward TON Strategy Company.
Verb Technology Company, Inc. (VERB) reported a director-level equity award: the reporting person, Cary Nicolas Claude, acquired 14,803 restricted stock units (RSUs) under the company’s 2019 Stock Incentive Plan. The RSUs were granted as an acquisition at $0 per unit and are recorded as direct beneficial ownership. The award is time-based and vests on the one-year anniversary of the grant date.
This Form 4 discloses a routine director compensation grant rather than a sale or purchase for cash. The filing documents the increase in the director’s direct equity stake by 14,803 shares once the RSUs vest.
Verb Technology Company insider disclosure shows Director Evan Sohn was granted restricted stock units on 08/07/2025. The Form 4 reports an award of 12,146 RSUs issued under the company’s 2019 Stock Incentive Plan, as amended, with an indicated price of $0. The RSUs are scheduled to vest on the one-year anniversary of the grant date. After the reported grant, the filing indicates the reporting person beneficially owned 14,775 shares on a direct basis. The Form 4 is signed 08/11/2025.
Verb Technology Company, Inc. reported an insider equity award for its CFO & COO, Sarah Josephine Olsen. The filing shows a grant of 37,956 restricted stock units (RSUs) issued under the company’s 2019 Stock Incentive Plan. The RSUs are recorded as direct beneficial ownership of 37,956 shares and are reported with a price of $0.
The awarded RSUs are not immediately vested; they will vest on the six-month anniversary following the successful and timely filing of the company’s first quarterly report, creating a clear administrative condition before shares convert to ownership. The filing does not include total shares outstanding, so ownership percentage and dilution effects cannot be determined from this document alone.
Verb Technology Company, Inc. (VERB) Form 3: Cary Nicolas Claude, identified as a director, filed an initial Section 16 statement reporting that he does not beneficially own any securities of the issuer as of the reported event date. The filing lists the reporting persons Las Vegas address and includes a signed declaration and an Exhibit 24 power of attorney.
Evan Sohn, a director of Verb Technology Company, Inc. (VERB), reported direct ownership of 2,629 shares of common stock acquired in a private investment in public equity that closed on 08/07/2025. The Form 3 lists no derivative securities, shows the reporting was filed by one individual, and references Exhibit 24 (Power of Attorney). This disclosure notifies the market of his small, direct stake.
Sarah Josephine Olsen filed an Initial Statement of Beneficial Ownership (Form 3) for Verb Technology Company, Inc. (VERB). The date of the event requiring the statement is 08/07/2025 and the form is signed on 08/11/2025. Olsen is identified as a Director and an Officer with titles CFO & COO. The filing explicitly states that no securities are beneficially owned by the reporting person.
Verb Technology Company updated its Schedule 13D/A after the issuer completed a subscription agreement that issued 57,425,254 shares of common stock and 1,276,863 pre-funded warrants, bringing the total common shares outstanding to 60,538,922. The filing reports that reporting person James P. Geiskopf beneficially owns 801,616 shares, representing 1.32% of the outstanding common stock. His holdings consist primarily of vested restricted stock units and a small number of shares and options exercisable within 60 days. The amendment states the change in Geiskopf’s percentage results from the change in outstanding shares and notes that he resigned as a director. This Amendment No. 2 is described as the final amendment and an exit filing for the reporting person.
Verb Technology Company, Inc. (VERB) filed an 8-K announcing a new Controlled Equity OfferingSM 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.
Verb Technology Company, Inc. (VERB) has filed an automatic shelf registration statement (Form S-3ASR) allowing it to issue up to $1 billion of securities—common or preferred stock, debt, warrants, rights, purchase contracts or units—over time. The filing also includes an “at-the-market” (ATM) program of up to $1 billion in common stock to be sold through Cantor Fitzgerald and Cohen & Company Capital Markets at up to a 3% commission.
Concurrent with the registration, VERB closed a $558 million PIPE on 8 Aug 2025 at $9.51 per share (or prefunded warrants at $9.5099). Net proceeds and future ATM raises are earmarked primarily for a newly adopted TON Treasury Strategy under which Toncoin will become the company’s primary reserve asset. A subsidiary has already agreed to purchase $272.7 million of Toncoin at $1.83 per coin, positioning VERB as a leading holder and expecting staking rewards.
As of 7 Aug 2025, VERB had 60.54 million common shares outstanding and 1.28 million prefunded warrants (exercise $0.0001). The company remains a smaller-reporting, non-accelerated filer listed on Nasdaq under “VERB.” Management warns of significant operating losses, dependence on Toncoin price, regulatory uncertainties around digital assets, and potential dilution from both the ATM and future issuances.
VERB closed a private placement (PIPE) on 7-Aug-25, issuing 57.4 M common shares at $9.51 and 1.28 M pre-funded warrants at $9.5099, raising $558 M gross. Roughly one-third of investors accepted 6- to 12-month lock-ups. Net proceeds will be deployed primarily to purchase Toncoin and for working capital, signalling a pivot to a TON-treasury strategy.
The company signed a 20-year Advisory Services Agreement with Kingsway Capital (controlled by new Executive Chair Manuel Stotz): a $3 M set-up fee plus an annual fee equal to 2 % of market cap, payable in cash or Toncoin. Kingsway also invested about $118 M in the PIPE.
Governance overhaul: three directors resigned; five new members joined, expanding the board to five. Veronika Kapustina (ex-Morgan Stanley banker) became CEO and Sarah Olsen CFO/COO; both receive $850 K base salaries, equity equal to 2 % of fully-diluted shares (time- and performance-vested), and annual bonuses targeted at 100 % of salary. Former CEO Rory Cutaia remains with the social-commerce unit.
Capital structure changes include withdrawal of Series A-D preferred designations and disclosure of 60.54 M shares outstanding. A press release announcing the financing was issued on 8-Aug-25.