Verb Technology Faces Delisting Concerns

Ticker: TONX · Form: 8-K · Filed: Sep 4, 2024 · CIK: 1566610

Sentiment: bearish

Topics: delisting, listing-standards, compliance

TL;DR

VERB might get delisted, check exchange rules.

AI Summary

Verb Technology Company, Inc. filed an 8-K on September 4, 2024, reporting a notice of delisting or failure to satisfy continued listing rules as of August 28, 2024. The company, formerly known as nFusz, Inc., is incorporated in Nevada and headquartered in Las Vegas.

Why It Matters

This filing indicates potential issues with Verb Technology's compliance with stock exchange listing standards, which could lead to its shares being removed from trading.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued trading on an exchange.

Key Players & Entities

FAQ

What specific listing rule or standard has Verb Technology Company, Inc. failed to satisfy?

The filing does not specify the exact rule or standard that was not met, only that a notice of delisting or failure to satisfy a continued listing rule or standard has been issued.

What is the exact date of the event triggering this 8-K filing?

The earliest event reported in this filing occurred on August 28, 2024.

When was this 8-K form filed with the SEC?

This Form 8-K was filed on September 4, 2024.

What were Verb Technology Company, Inc.'s former names?

Verb Technology Company, Inc. was formerly known as nFusz, Inc., BBOOTH, INC., and Global System Designs, Inc.

In which state is Verb Technology Company, Inc. incorporated?

Verb Technology Company, Inc. is incorporated in Nevada.

Filing Stats: 922 words · 4 min read · ~3 pages · Grade level 13.3 · Accepted 2024-09-04 17:34:25

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): August 28, 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) and its securities are subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"). On August 12, 2024, the Company timely requested a hearing before the Panel to appeal the delisting determination. In response, Nasdaq set a hearing date of [ ], 2024, and offered the Company an expedited review process, which required the Company to complete a questionnaire regarding the Company's plan to regain compliance with the Bid Price Rule. The Company submitted the completed questionnaire on [ ], 2024, which included the representation that, if necessary, the Company will effect a reverse stock split on or before October 2, 2024, to regain compliance with the Bid Price Rule. On August 6, 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. 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, if necessary, to expeditiously implement the reverse stock split to regain compliance with Nasdaq's Bid Price Rule. On August 28, 2024, the Company received a notice from Nasdaq that, based upon its review of the written record, the Panel had granted the Company a temporary exception until October 21, 2024 to, effect the reverse stock split and thereafter regain compliance with the Bid Price Rule. The Nasdaq Hearing Panel noted that the

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