VERB Schedule 13D/A: 57.4M Shares Issued; Geiskopf Holds 801,616 (1.32%)

Rhea-AI Filing Summary

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.

Positive

• The filing provides clear, itemized disclosure of the reporting person’s beneficial holdings, including counts of vested restricted stock units and exercisable options.
• The amendment explicitly states the change in reported percentage is due to the issuer’s issuance and not a disposition by the reporting person, preserving clarity on insider selling activity.

Negative

• The issuer completed a substantial issuance of 57,425,254 shares and 1,276,863 pre-funded warrants, increasing outstanding common stock to 60,538,922, which materially dilutes existing holdings.
• The reporting person resigned as a director, reducing insider board representation and potentially altering governance dynamics.
• Reporting person’s beneficial ownership is now 1.32%, reflecting dilution from the large issuance.

Insights

Corporate Governance Expert

TL;DR: Director resignation and a large equity issuance materially reduce insider influence and note an exit filing.

The filing discloses a significant equity issuance that increased outstanding shares to 60,538,922 and records the resignation of James P. Geiskopf from the board. Geiskopf retains a beneficial stake of 801,616 shares (1.32%), largely composed of vested restricted stock units and a small option position. The statement that this amendment is an "exit filing" signals the reporting person does not intend further amendments, which is relevant for governance monitoring. For stakeholders focused on board composition and insider alignment, the resignation combined with dilution is a material governance development.

Financial Analyst

TL;DR: Large share issuance sharply increased outstanding stock; reporting person retains 1.32% via vested awards and exercisable options.

The issuer completed a transaction issuing 57,425,254 shares and 1,276,863 pre-funded warrants, resulting in 60,538,922 total common shares outstanding. The reporting person beneficially owns 801,616 shares, including multiple tranches of vested restricted stock units and 858 shares from options exercisable within 60 days. The amendment clarifies that the change in percentage ownership is driven by the change in outstanding shares rather than any sale by the reporting person. From an ownership and potential voting-power perspective, the filing provides updated, precise metrics investors can use to recalculate insider concentration.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

08/07/2025

(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

Geiskopf James P

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)

1.32 %

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 60,538,922 shares of common stock issued and outstanding as of August 8, 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 1 Comment: On August 7, 2025, the issuer completed transactions involving the entry into a subscription agreement with certain institutional investors for the issuance of 57,425,254 shares of the Common Stock and 1,276,863 pre-funded warrants to purchase shares of Common Stock. Following the transaction, the Company had 60,538,922 shares of Common Stock outstanding. This Amendment No.2 is being filed to update the number of shares of Common Stock of the issuer, and the aggregate percentage of the common stock of the issuer beneficially owned by the reporting person due to changes in outstanding common stock figures of the issuer resulting from the transactions, and not in connection with a disposition of any common stock by the reporting person. In connection with the transaction described above, the Reporting Person also resigned as a director of the issuer. As a result of the transactions described herein, the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.
Item 2.	Identity and Background
(a)	James P. Geiskopf
(b)	3024 Sierra Juniper Court, Las Vegas, NV 89138
(c)	None
(d)	No
(e)	No
(f)	United States
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 1.32% of the outstanding shares of common stock of the Issuer. Such percentage is calculated based on 60,538,922 shares of common stock outstanding as of August 8, 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 1.32% of the outstanding shares of common stock of the Issuer. Such percentage is calculated based on 60,538,922 shares of common stock outstanding as of August 8, 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.

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.

Geiskopf James P

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

FAQ

What did VERB report in this Schedule 13D/A?

The filing updates ownership after the issuer issued 57,425,254 shares and 1,276,863 pre-funded warrants, resulting in 60,538,922 shares outstanding.

How many shares of VERB does James P. Geiskopf beneficially own?

James P. Geiskopf beneficially owns 801,616 shares, representing 1.32% of common stock, comprised mainly of vested restricted stock units and exercisable options.

Does the filing indicate insider selling by the reporting person (VERB)?

No. The amendment states the change in the reporting person’s percentage results from the change in outstanding shares and not from a disposition by the reporting person.

Did the reporting person retain any exercisable options?

Yes. The reporting person has 858 shares of common stock issuable upon exercise of options exercisable within 60 days.

Did the reporting person change any board roles at VERB?

Yes. The filing states the reporting person resigned as a director of the issuer.