Verb Technology Files 8-K on Security Holder Rights & Bylaws

Ticker: TONX · Form: 8-K · Filed: Sep 27, 2024 · CIK: 1566610

Sentiment: neutral

Topics: corporate-governance, filing, bylaws

Related Tickers: VERB

TL;DR

Verb Tech (VERB) filed an 8-K covering security holder rights, bylaws, and votes. Keep an eye on governance changes.

AI Summary

Verb Technology Company, Inc. filed an 8-K on September 27, 2024, reporting on several items including material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing also covers the submission of matters to a vote of security holders and financial statements/exhibits. The company, formerly known as nFusz, Inc., is incorporated in Nevada and has its fiscal year end on December 31.

Why It Matters

This 8-K filing indicates potential changes in the company's governance or security holder agreements, which could impact investor rights and the company's operational structure.

Risk Assessment

Risk Level: medium — Filings related to material modifications of security holder rights and amendments to bylaws can signal significant corporate changes that may affect the company's future performance and stock value.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates that there were material modifications to the rights of security holders, but the specific details of these modifications are not provided in the provided text snippet.

Were there any amendments to Verb Technology Company, Inc.'s Articles of Incorporation or Bylaws?

Yes, the filing explicitly states 'Amendments to Articles of Incorporation or Bylaws' as an item of information being reported.

What matters were submitted to a vote of security holders?

The filing lists 'Submission of Matters to a Vote of Security Holders' as an item of information, but the specific matters are not detailed in the provided text.

When is Verb Technology Company, Inc.'s fiscal year end?

Verb Technology Company, Inc.'s fiscal year end is December 31.

What was Verb Technology Company, Inc. formerly known as?

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

Filing Stats: 898 words · 4 min read · ~3 pages · Grade level 9.8 · Accepted 2024-09-27 17:22:21

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): September 26, 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 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 3.03 Material Modification of Rights to Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference. Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. As disclosed below, Verb Technology Company, Inc. (the "Company") held its annual stockholder meeting on September 26, 2024, at which stockholders voted to authorize the Company's Board of Directors to effect a reverse stock split of the outstanding shares of common stock within one (1) year of September 26, 2024, at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-two hundred (1-for-200). On September 26, 2024, the Company's Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-200 ratio (the "Reverse Split") and approved the filing of a Certificate of Amendment (the "Certificate of Amendment") to the Articles of Incorporation of the Company to effect the Reverse Split. On September 27, 2024, the Certificate of Amendment to effect the Reverse Split, was filed with the Secretary of State of Nevada. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On September 26, 2024 the Company held its Annual Meeting of Stockholders via live webcast at www.virtualshareholdermeeting.com/VERB2024AM. A total of 61,709,221 shares of common stock representing 42.38% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented virtually or by valid proxies at the annual meeting. Messrs. Rory J. Cutaia, James P. Geiskopf, Kenneth S. Cragun, and Edmund C. Moy were each elected as directors of the Company to serve until the Company's 2025 annual meeting of stockholders. The stockholders approved a proposal to authorize the board of directors to effect a reverse stock split of the outstanding shares of the Company's common stock within one (1) year of September 26, 2024, at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-two hundred (1-for-200) split, with the specific ratio to be fixed within this range by the board of directors in its sole discretion, without further stockholder approval. The stockholders ratified the appointment of Grassi & CO., CPAs, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results on these matters were as follows: 1. Election of Directors: Name Total Votes for Director Total Votes Withheld from Director Total Broker Non-Votes Rory J. Cutaia 29,261,656 4,298,502 28,149,063 James P. Geiskopf 29,203,856 4,356,302 28,149,063 Kenneth S. Cragun 29,350,701 4,209,4

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