Verb Technology Faces Nasdaq Delisting Warning

TL;DR

VERB got a delisting warning from Nasdaq, might get kicked off the exchange.

AI Summary

Verb Technology Company, Inc. received a notice on August 6, 2024, regarding its failure to meet continued listing standards for its common stock on the Nasdaq Capital Market. The company is currently exploring options to regain compliance and avoid delisting.

Why It Matters

This filing indicates potential delisting from a major stock exchange, which could significantly impact the company's liquidity, investor confidence, and ability to raise capital.

Risk Assessment

Risk Level: high — Failure to meet listing standards and the threat of delisting pose a significant risk to the company's operations and stock value.

Key Players & Entities

• Verb Technology Company, Inc. (company) — Registrant
• Nasdaq Capital Market (company) — Exchange where listing standards are failing
• August 6, 2024 (date) — Date of the earliest event reported (notice of non-compliance)

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 VERB The Nasdaq Stock Market LLC
• $1.00 — Company's common stock had closed below $1.00 for the previous 30 consecutive busines
• $0.10 — Company's common stock had closed below $0.10 per share for the 10-consecutive tradin

Filing Documents

• form8-k.htm (8-K) — 44KB
• 0001493152-24-031285.txt ( ) — 255KB
• verb-20240806.xsd (EX-101.SCH) — 4KB
• verb-20240806_def.xml (EX-101.DEF) — 26KB
• verb-20240806_lab.xml (EX-101.LAB) — 36KB
• verb-20240806_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 5KB

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): August 6, 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.) 3024 Sierra Juniper Court Las Vegas , Nevada 89138 (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 previously disclosed, on November 2, 2023, Verb Technology Company, Inc. (the "Company") received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market (the "Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Company's common stock had closed below $1.00 for the previous 30 consecutive business days (the "Bid Price Rule"). The Company was given until April 30, 2024, to regain compliance with the Bid Price Rule. On May 1, 2024, the Company received notice from Nasdaq that the Company had been granted an additional 180-day grace period, or until October 28, 2024, to regain compliance with the Bid Price Rule. On August 6, 2024, the Company received notice from the Staff indicating that the bid price for the Company's common stock had closed below $0.10 per share for the 10-consecutive trading day period ended August 5, 2024 and, accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stock Rule") and its securities are On August 12, 2024, the Company timely requested a hearing before the Panel, which such request automatically stays any further action by Nasdaq at least until the hearing is held and the expiration of any extension period that may be granted by the Panel. The Company's common stock will continue to trade on Nasdaq under the symbol "VERB" pending completion of the hearing process. There can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by the Panel. On August 2, 2024, the Company filed a preliminary proxy statement on Schedule 14A in connection with the Company's annual meeting of stockholders scheduled for September 26, 2024. On August 6, 2024 the Company filed an amended proxy statement on Schedule PRER14A. In the event the Company does not regain compliance with the Bid Price Rule on or before September 26, 2024, then at the annual meeting, the Company intends to seek the approval of its stockholders to implement a reverse stock split in the range within a range of one-for-five (1-for-5) to a maximum of a one-for-two hundred (1-for-200). Upon receipt of the requisite approval of its stockholders, the Company intends to expeditiously implement the reverse stock split to regain compliance with Nasdaq's bid price requirement. 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. Date: Aug

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