Verb Technology equity raise lifts outstanding shares to 60.54M; insider stake updated

Rhea-AI Filing Summary

Verb Technology completed a subscription that issued 57,425,254 new common shares and 1,276,863 pre-funded warrants, increasing outstanding common stock to 60,538,870 shares. As amended, the Schedule 13D shows reporting person Rory J. Cutaia beneficially owns 889,065 shares (including 1,303 shares underlying options exercisable within 60 days), representing 1.5% of the company on a fully reported basis. The filing explains the amendment updates ownership percentages solely due to the issuer's issuance of additional securities and states this Amendment No. 6 is the final amendment and constitutes an exit filing for the reporting person.

Positive

• Reporting person retains beneficial ownership of 889,065 shares, indicating continued alignment with the company.
• Amendment transparently updates ownership figures to reflect the issuer's issued securities and complies with disclosure requirements; it is filed as the final amendment/exit filing.

Negative

• Significant dilution: the issuer issued 57,425,254 new shares plus 1,276,863 pre‑funded warrants, increasing outstanding common stock to 60,538,870.
• Reduced ownership percentage for the reporting person to 1.5% due solely to the enlarged share base.

Insights

Financial Analyst

TL;DR: A large equity issuance materially increased shares outstanding, diluting existing ownership; reporting person retains 889,065 shares (1.5%).

The company issued 57,425,254 shares and 1,276,863 pre‑funded warrants, bringing total common shares to 60,538,870. That issuance is the direct cause of the reporting person's stated 1.5% stake, down in percentage terms relative to the enlarged share base. The report confirms no disposals by the reporting person and that the amendment updates ownership solely because of the issuer's transactions. For investors, the key metric is the enlarged share count which dilutes percentage ownership and changes per‑share metrics without indicating proceeds or use of funds in this filing.

Corporate Governance Expert

TL;DR: Amendment transparently updates beneficial ownership after a corporate issuance and functions as the reporting person's exit amendment.

The Schedule 13D/A clarifies the composition of the reporting person's holdings—multiple vested restricted stock units, a small number of shares and options exercisable within 60 days totaling 889,065 shares—and explains the change in percentage ownership is attributable to the issuer's new share issuance. The filing states this is the final amendment and an exit filing for the reporting person, which aligns with disclosure obligations by updating ownership percentages following a material change in outstanding shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Verb Technology Company, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

92337U302

(CUSIP Number)

Rory J. Cutaia
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

Rory J. Cutaia

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 889,065.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 889,065.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

889,065.00

12

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

13

Percent of class represented by amount in Row (11)

1.5 %

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) 907 shares of common stock, (vii) 126,855 restricted stock units, of which all 126,855 have vested and (viii) 1,303 shares of common stock underlying stock options exercisable within 60 days. This percentage is calculated based upon 60,538,870 shares of common stock issued and outstanding as of August 7, 2025 and 1,303 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: This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 19, 2014, as amended (the "Schedule 13D"). Except as set forth in this Amendment, the Schedule 13D remains unchanged. 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 60,538,870 shares of Common Stock outstanding. This Amendment No.6 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. As a result of the transactions described herein, the filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.
Item 2.	Identity and Background
(a)	Rory J. Cutaia
(b)	3024 Sierra Juniper Court, Las Vegas, NV 89138
(c)	Director of the Issuer and CEO of Global Digital Media Business and Operations.
(d)	No
(e)	No
(f)	United States
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person currently beneficially owns 889,065 shares of common stock (including 1,303 shares of common stock underlying stock options exercisable within 60 days), which represents 1.5% of the outstanding shares of common stock of the Issuer. Such percentage is calculated based on 60,538,870 shares of common stock outstanding as of August 7, 2025 and 1,303 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 lesser of the past 60 days and since the filing of the most recent amendment to this Schedule 13D.

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.

Rory J. Cutaia

Signature:	/s/ Rory J. Cutaia
Name/Title:	Rory J. Cutaia
Date:	08/11/2025

FAQ

What did Verb Technology (VERB) issue that changed ownership percentages?

The issuer entered a subscription agreement issuing 57,425,254 shares of common stock and 1,276,863 pre‑funded warrants, increasing outstanding shares to 60,538,870.

How many shares does insider Rory J. Cutaia beneficially own in VERB?

Rory J. Cutaia beneficially owns 889,065 shares, which includes vested restricted stock units and 1,303 shares issuable upon exercise of options exercisable within 60 days.

What percentage of VERB does Rory J. Cutaia own after the issuance?

The reporting person owns 1.5% of the outstanding common stock based on 60,538,870 shares outstanding (as reported in the amendment).

Did the reporting person sell any VERB shares in connection with this amendment?

No. The amendment states the update to the reporting person's percentage results from the issuer's issuance of additional securities, not from any disposition by the reporting person.

Does this filing represent the final amendment for the reporting person on Schedule 13D?

Yes. The amendment states it is Amendment No. 6 and constitutes the final amendment and an exit filing for the reporting person.