[SCHEDULE 13D/A] Verb Technology Company, Inc. SEC Filing

Rhea-AI Filing Summary

Lead director James P. Geiskopf filed Amendment No. 1 to Schedule 13D on 08/05/2025 reporting beneficial ownership of 801,616 VERB common shares, equal to 25.7 % of the 3,113,616 shares outstanding. All voting and dispositive power is held solely by the director.

Highlights of the filing:

• Ownership is comprised primarily of fully-vested equity awards issued between 2019-2025, including 400,000 RSUs tied to a four-year non-compete agreement, 160,000 RSUs, 80,000 RSUs, two blocks of 60,000 RSUs and 40,589 RSUs, plus 858 options exercisable within 60 days.
• Corporate Action, Change-of-Control & Extraordinary Performance Agreement (10/31/2024) permits quarterly issuances of 40,000-80,000 additional RSUs through 12/31/2025 upon meeting revenue milestones.
• No transactions in the issuer’s stock were executed within the last 60 days.
• The reporting person states no present plan to pursue mergers, asset sales, recapitalisations or other actions listed in Item 4, but reserves the right to do so.

The disclosure signals significant insider concentration and outlines potential future dilution from milestone-based RSU grants.

Positive

• Significant insider ownership (25.7 %) may align director incentives with shareholder value.
• Performance- and milestone-linked RSUs tie additional equity grants to revenue growth targets, potentially supporting operational focus.
• Four-year non-compete agreement backed by 400k RSUs helps secure leadership continuity.

Negative

• Large 2025 equity issuances (≈760k RSUs) immediately increase share count, creating dilution for existing investors.
• Ongoing quarterly RSU program could add up to 320k more shares through 2025, extending dilution risk.
• Ownership concentration gives one director outsized voting power, raising governance and minority-shareholder concerns.

Insights

Financial Analyst

TL;DR – Insider now controls 25.7 % via large 2025 RSU grants; potential dilution offsets alignment benefits.

The filing shows Geiskopf’s stake grew sharply through 760k+ RSUs awarded in 2025, taking his beneficial ownership to roughly one-quarter of VERB’s float. While a sizeable insider position can align interests with common shareholders and the non-compete agreement may help retain key leadership, the immediate vesting of 400k RSUs plus other tranches materially increases share count, diluting existing holders. Further issuances of up to 80k RSUs per quarter remain possible if revenue targets are hit, creating additional overhang. Absence of stated strategic intent keeps corporate direction unchanged for now. Net impact: neutral; investors must weigh insider alignment against dilution risk.

Corporate Governance Specialist

TL;DR – Compensation heavy in equity; control concentration raises governance watch-points.

Geiskopf’s 25.7 % stake stems almost entirely from board-approved equity compensation and performance agreements, not open-market purchases. Such reliance on stock awards can incentivise performance yet questions the board’s dilution discipline: 400k RSUs granted for a non-compete alone equals 12.8 % of current shares outstanding. The revenue-milestone plan could issue another 200-400k shares, potentially pushing insider control above 30 %. While no action plan is disclosed, this level of influence may affect future governance votes and takeover defences. Overall effect is neutral to mildly negative given dilution and concentration, but not clearly material enough for a negative rating.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Verb Technology Company, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

92337U302

(CUSIP Number)

James P. Geiskopf
3024 Sierra Juniper Court,
Las Vegas, NV, 89138
(855) 250-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92337U302

1

Name of reporting person

James P. Geiskopf

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 801,616.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 801,616.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

801,616.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of securities in Rows 7, 9 and 11 represents beneficial ownership of (i) 400,000 restricted stock units, of which all 400,000 have vested, (ii) 160,000 restricted stock units, of which all 160,000 have vested, (iii) 80,000 restricted stock units, of which all 80,000 have vested (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 60,000 restricted stock units, of which all 60,000 have vested, (vi) 169 shares of common stock, (vii) 40,589 restricted stock units, of which 40,589 have vested, and (viii) 858 shares of common stock underlying stock options exercisable within 60 days. This percentage is calculated based upon 3,113,616 shares of common stock issued and outstanding as of August 5, 2025 and 858 shares of common stock issuable upon exercise of the options that are exercisable within 60 days.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001
(b)	Name of Issuer: Verb Technology Company, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3024 Sierra Juniper Court, Las Vegas, NEVADA , 89138.
Item 2.	Identity and Background
(a)	James P. Geiskopf
(b)	3024 Sierra Juniper Court, Las Vegas, NV 89138
(c)	Lead Director of the Issuer.
(d)	No
(e)	No
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of Schedule 13D is hereby amended and restated as follows: On October 8, 2019, November 11, 2019, and December 9, 2019, the board of directors of the Issuer granted Restricted Stock Awards to the Reporting Person equal to 1 share of common stock. In connection with the Issuer's up-listing to The Nasdaq Capital Market, its underwritten public offering, and its acquisition of Verb Direct, LLC, the Reporting Person, as the Company's Lead Director, earned (i) a bonus equal to $150,000, which was payable in 17 shares of the Company's common stock based on the volume weighted average price ("VWAP") of the common stock for the 30-trading day period prior to December 23, 2019, and (ii) a restricted stock award ("RSA") award of 18 shares of common stock (equal to $160,000). The bonus shares and the RSA shares vested immediately on the grant date. On December 23, 2019, the board of directors of the Issuer granted a restricted stock award to the Reporting Person equal to 18 shares of common stock representing the stock component of the Reporting Person's annual compensation. The restricted stock award vested on the one-year anniversary of the date of grant. On April 10, 2020, the Issuer granted 2 shares of common stock to the Reporting Person pursuant to the Issuer's COVID-19 Full Employment and Cash Preservation Plan approved by Issuer's Board of Directors that provided for, among other things, the reduction in the cash compensation of directors, officers and staff of issuer, including Reporting Person, for a period not to exceed three months. On July 29, 2020, the board of directors of the Issuer granted a stock award to the Reporting Person equal to 5 shares of common stock representing the stock component of the Reporting Person's bonus. On July 29, 2020, the board of directors of the Issuer granted a restricted stock award to the Reporting Person equal to 19 shares of common stock representing the stock component of the Reporting Person's annual compensation. The restricted stock award vested on the one-year anniversary of the date of grant. On January 4, 2021, the board of directors of the Issuer granted a restricted stock award to the Reporting Person equal to 13 shares of common stock representing the stock component of the Reporting Person's annual compensation. The restricted stock award vested on the one-year anniversary of the date of grant. On November 17, 2022, the board of directors of the Issuer granted the Reporting Person stock options to purchase 26 shares of common stock. The stock options fully vested upon grant. On November 17, 2022, 17 restricted stock unit awards were granted as consideration for the Reporting Person's agreement to accept a 25% reduction in cash compensation for a period of four months. The restricted stock unit awards were granted pursuant to the 2019 Plan and vest in equal installments on the last day of each month over the four-month period, commencing on December 31, 2022. Subsequent to January 20, 2022, 8 of these shares were cancelled. On January 20, 2023, the board of directors of the Issuer cancelled a previous grant of a restricted stock award of 17 shares of common stock to the Reporting Person and issued a stock option to the Reporting Person to purchase 17 shares of common stock. On June 21, 2023, 50 shares of common stock were issued to the Reporting Person in consideration of the deferment of a portion of the Reporting Person's cash salary in connection with the Issuer's cash preservation and cost reduction program. On June 21, 2023, the compensation committee of the Issuer's board of directors adopted the annual recommendation of an independent compensation consulting firm retained to determine compensation for the Issuer's executives and board members, granting a stock option to the Reporting Person equal to 815 shares of common stock that vested on the first anniversary. On November 7, 2024, the compensation committee of the Issuer's board of directors adopted the annual recommendation of an independent compensation consulting firm retained to determine compensation for the Issuer's executives and board members, granting 16,310 restricted stock units to the Reporting Person that will vest on the first anniversary of the grant. On January 7, 2025, the compensation committee of the Issuer's board of directors adopted the annual recommendation of an independent compensation consulting firm retained to determine compensation for the Issuer's executives and board members, granting 24,279 restricted stock units to the Reporting Person as compensation for the fiscal year ending December 31, 2025, that will vest on the first anniversary of the grant. On March 10, 2025, the Reporting Person received 60,000 restricted stock units pursuant to that certain Corporate Action, Change of Control, and Extraordinary Performance Agreement dated October 31, 2024. The RSUs vested on the grant date. On April 10, 2025, the Reporting Person received 60,000 restricted stock units pursuant to that certain Corporate Action, Change of Control, and Extraordinary Performance Agreement dated October 31, 2024. The RSUs vested on the grant date. On July 7, 2025, the Reporting Person received 80,000 restricted stock units pursuant to that certain Corporate Action, Change of Control, and Extraordinary Performance Agreement dated October 31, 2024. The RSUs vested on the grant date. On July 31, 2025, the Reporting Person was granted 160,000 restricted stock units that were issued on August 1, 2025, pursuant to that certain Corporate Action, Change of Control, and Extraordinary Performance Agreement dated October 31, 2024. The RSUs vested on the grant date. On August 2, 2025, the Reporting Person was granted 40,589 restricted stock units that were issued on August 4, 2025, pursuant to existing RSU agreements. On August 2, 2025, the Reporting Person was granted 400,000 restricted stock units that were issued on August 4, 2025, in partial consideration of an expansive 4-year non-compete agreement. The RSUs vested on the grant date. Other than as disclosed above, all other shares of common stock and options held directly by the Reporting Person have been granted to the Reporting Person in connection with his services to the Issuer as the Issuer's Lead Director.
Item 4.	Purpose of Transaction
	As of the date hereof, the Reporting Person does not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. Notwithstanding the foregoing, the Reporting Person reserves the right to effect any such actions as any of them may deem necessary or appropriate in the future.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person currently beneficially owns 801,616 shares of common stock, including (i) 400,000 restricted stock units, of which all 400,000 have vested, (ii) 160,000 restricted stock units, of which all 160,000 have vested, (iii) 80,000 restricted stock units, of which all 80,000 have vested, (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 60,000 restricted stock units, of which all 60,000 have vested, (vi) 169 shares of common stock, (vii) 40,589 restricted stock units, of which 40,589 have vested, and (viii) 858 shares of common stock underlying stock options exercisable within 60 days, which represents 25.7% of the outstanding shares of common stock of the Issuer. Such percentage is calculated based on 3,113,616 shares of common stock outstanding as of August 5, 2025 and 858 shares of common stock issuable upon exercise of the options exercisable within 60 days.
(b)	The Reporting Person currently beneficially owns 801,616 shares of common stock, including (i) 400,000 restricted stock units, of which all 400,000 have vested, (ii) 160,000 restricted stock units, of which all 160,000 have vested, (iii) 80,000 restricted stock units, of which all 80,000 have vested (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 60,000 restricted stock units, of which all 60,000 have vested, (vi) 169 shares of common stock, (vii) 40,589 restricted stock units, of which 40,589 have vested, and (viii) 858 shares of common stock underlying stock options exercisable within 60 days, which represents 25.7% of the outstanding shares of common stock of the Issuer. Such percentage is calculated based on 3,113,616 shares of common stock outstanding as of August 5, 2025 and 858 shares of common stock issuable upon exercise of the options exercisable within 60 days.
(c)	There have been no transactions in the class of securities reported on that were effected within the past 60 days.
(d)	The Reporting Person does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities described herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On October 31, 2024, the Issuer entered into a Corporate Action, Change of Control, and Extraordinary Performance Agreement (the "Agreement") with James P. Geiskopf, Lead Director of the Company, (the "Awardee") pursuant to which the Company will issue fully vested restricted stock units ("RSU") subject to certain triggering events (the "Triggering Events"), as described in the Agreement. Each RSU represents the right to be issued one share of common stock (the shares upon vesting, are subject to the restrictions as set forth in the Agreement, under the Company's 2019 Omnibus Incentive Plan, or the RSU award agreement). The Triggering Events also include partial issuances of RSU's to the Awardee through the achievement of extraordinary performance-based quarterly revenue milestones as determined by the Board (the "Revenue Milestones"), and as measured on specific dates, each a "Measurement Date" defined as December 31, 2024, March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025, and the Awardee providing continuous services through the achievement of such milestones. Pursuant to the Agreement, each Awardee may be entitled to receive between 40,000 and 80,000 RSU's upon achieving the Revenue Milestones. The achievement of each of the applicable quarterly Revenue Milestones on each Measurement Date will be reasonably determined by the Company's Board of Directors. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

James P. Geiskopf

Signature:	/s/ James P. Geiskopf
Name/Title:	James P. Geiskopf
Date:	08/05/2025

FAQ

How many VERB shares does James P. Geiskopf now own?

He beneficially owns 801,616 shares, representing 25.7 % of outstanding common stock.

What recent equity grants were awarded to the director?

In 2025 he received 400,000 RSUs (non-compete), 160,000 RSUs, 80,000 RSUs, two tranches of 60,000 RSUs and 40,589 RSUs, all fully vested.

Could more shares be issued to Geiskopf in 2025?

Yes. The Change-of-Control agreement allows 40,000-80,000 RSUs per quarter through 12/31/2025 upon meeting revenue milestones.

Did Geiskopf buy shares in the open market recently?

No. The filing states no transactions within the last 60 days; holdings arise from equity awards.

Does the director plan any corporate actions?

He currently has no specific plans under Item 4 but reserves the right to pursue future actions.