Verb Technology Faces Delisting Notice, Listing Transfer

Ticker: TONX · Form: 8-K · Filed: Feb 5, 2024 · CIK: 1566610

Complexity: simple

Sentiment: bearish

Topics: delisting, regulatory-filing, listing-standards

TL;DR

**Verb Technology is in trouble with its stock exchange listing.**

AI Summary

Verb Technology Company, Inc. filed an 8-K on February 5, 2024, reporting an event that occurred on February 2, 2024, related to a "Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing." This indicates the company is facing issues with maintaining its listing on a stock exchange, which could lead to its shares being delisted. For investors, this is a significant red flag as delisting often results in reduced liquidity and investor confidence, potentially causing the stock price to fall.

Why It Matters

This filing signals that Verb Technology Company, Inc. is in jeopardy of being delisted from a major exchange, which typically leads to a significant drop in stock price and makes shares harder to trade.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy listing standards poses a high risk to investors due to potential loss of liquidity and significant share price depreciation.

Analyst Insight

A smart investor would carefully evaluate their position in Verb Technology Company, Inc. due to the delisting risk, potentially considering selling to avoid further losses or waiting for more clarity on the company's exchange status.

Key Players & Entities

Forward-Looking Statements

FAQ

What is the primary reason Verb Technology Company, Inc. filed this 8-K?

Verb Technology Company, Inc. filed this 8-K due to a "Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing," as stated in the Item Information section of the filing.

When did the event reported in this 8-K occur?

The earliest event reported in this 8-K occurred on February 2, 2024, as indicated by the 'Date of Report (Date of earliest event reported)' section.

What is the business address of Verb Technology Company, Inc.?

The business address of Verb Technology Company, Inc. is 2700 S Las Vegas Blvd., Suite 2301, Las Vegas, Nevada 89109, according to the filing's business address information.

What is the company's Central Index Key (CIK)?

The Central Index Key (CIK) for Verb Technology Company, Inc. is 0001566610, as listed under the 'COMPANY DATA' section of the filing.

What was Verb Technology Company, Inc.'s former name before nFusz, Inc.?

Before nFusz, Inc., Verb Technology Company, Inc. was formerly known as BBOOTH, INC., with a name change date of 20141022, as detailed in the 'FORMER COMPANY' section.

Filing Stats: 778 words · 3 min read · ~3 pages · Grade level 12.3 · Accepted 2024-02-05 08:30:28

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2700 S Las Vegas Blvd. , Suite 2301 Las Vegas , Nevada 89109 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (855) 250-2300 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 VERB The Nasdaq Stock Market LLC Common Stock Purchase Warrants VERBW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, (the "June 30 Report"), the Company's total stockholders' equity as of June 30, 2023 was ($1,818,000).On August 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC ("NASDAQ") indicating that it did not meet the minimum of $2,500,000 in stockholders' equity required by NASDAQ Listing Rule 5550(b)(1) (the "Listing Rule") for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Listing Rule and the instructions from NASDAQ, on October 9, 2023 the Company submitted a plan to regain compliance with the Listing Rule and was given an extension until February 14, 2024 to evidence compliance through a public filing. As previously reported, on December 29, 2023, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with Streeterville Capital, LLC (the "Investor"), pursuant to which the Company sold and Investor purchased 3,000 shares of the Company's newly designated non-convertible Series C Preferred Stock (the "Shares") for a total purchase price of $3,000,000 (the "Purchase Price"). The Shares have a 10% stated annual dividend, no voting rights and has a face value of $1,300 per share. The sale of the Shares was consummated on December 29, 2023. Additionally, during the period from the June 30 Report through December 31, 2023, the Company paid-down and otherwise reduced its debt from $8,340,700 to $2,854,486, representing a debt reduction of $5,486,214. Based on the foregoing, the Company believes its total stockholders' equity as of December 31, 2023 on the Company's balance sheet is $3,125,000. The unaudited balance sheet as of December 31, 2023 is attached to this Current Report as Exhibit 99.1. Accordingly, as of the date of this Current Report, the Company believes that it has regained compliance with the stockholders' equity requirement of NASDAQ Listing Rule 5550(b)(1) for continued listing. NASDAQ will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance as reported herein, it may be subject to delisting. Item 9.01 Financial Statements and Exhibits Exhibit No. Description 99.1 Unaudited Balance Sheet as of December 31, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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