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Verb Technology (VERB) Form 4 filing: On 01 Aug 2025 the company issued CEO/Chairman/10% owner Rory J. Cutaia 400,000 restricted stock units (RSUs), coded “A” for an acquisition at $0 per share. The award consists of 250,000 RSUs for expanding and extending his non-compete clause and 150,000 RSUs for amending constructive-discharge provisions. All units vested immediately on the grant date.
After the grant, Cutaia’s direct ownership rose to 887,725 common shares. No derivative securities were reported. The transaction increases insider equity alignment and extends key contractual obligations but is a non-cash, potentially dilutive issuance instead of an open-market purchase.
On 07/31/2025 Verb Technology Company (VERB) granted Director and 10% owner James P. Geiskopf 160,000 restricted stock units (RSUs) that vested immediately at a stated price of $0. The award was made under the 10/31/2024 “Extraordinary Performance Agreement” after the board determined revenue targets had been exceeded. Following the grant, Geiskopf’s beneficial ownership rose to 400,758 shares/units, incorporating previous awards of 80,000, 60,000, 60,000, 24,279, 16,310 RSUs and 169 common shares.
No derivative transactions were reported and no cash was exchanged. While the grant recognises above-plan revenue growth, it introduces incremental dilution and, because it is fully vested, could become near-term sellable.
- Form type: 4 (insider award)
- Insider role: Director & 10% owner
- Transaction code: A (award)
Verb Technology Company, Inc. (VERB) has filed Amendment No. 1 to its April 17, 2025 Form 8-K to include Lyvecom, Inc.’s historical and pro forma financial information associated with VERB’s April 11, 2025 acquisition of the privately held live-commerce platform.
The 8-K/A supplies two key exhibits:
- Exhibit 99.1: Audited consolidated financial statements of Lyvecom for the fiscal years ended December 31, 2024 and 2023, plus unaudited condensed statements for the quarter ended March 31, 2025 (with comparative 2024 quarter).
- Exhibit 99.2: Unaudited pro forma condensed combined financial statements illustrating how the transaction would have affected VERB’s results as if the deal had closed on January 1, 2024 and March 31, 2025.
Additional exhibits referenced but previously filed include the binding term sheet (Ex. 10.1), the stock purchase agreement (Ex. 10.2), and the consent of Grassi & Co., CPAs (Ex. 23.1). The filing is signed by CEO Rory J. Cutaia on June 25, 2025.
This amendment fulfills SEC Rule 3-05 and Article 11 requirements by providing investors with audited target financials and a combined pro forma view, enhancing transparency around the strategic acquisition.