Verb Technology Co. Files 8-K with Material Agreements & Officer Changes

TL;DR

Verb Tech 8-K dropped: material agreements, equity sales, exec changes, and charter amendments filed.

AI Summary

On August 7, 2025, Verb Technology Company, Inc. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events including Regulation FD disclosures. The company also filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts in the company's structure and agreements, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered sales of equity, and changes in officers, which can introduce uncertainty and potential risks.

Key Players & Entities

• Verb Technology Company, Inc. (company) — Filer
• 20250807 (date) — Date of earliest event
• 0001566610 (company) — Central Index Key
• NV (state) — State of Incorporation
• 1231 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 VERB The Nasdaq Stock Market LLC
• $9 — ommon Stock "), at a price per share of $9.51, and 1,276,863 pre-funded warrants t
• $9.5099 — tock at a purchase price per warrant of $9.5099 (" Pre-Funded Warrants ", together with
• $558 million — "), and gross proceeds of approximately $558 million (the " PIPE Financing "). The Acquired
• $3.0 million — e set-up fee having a notional value of $3.0 million within five business days of the date o
• $187,500 — ary, Sohn, and Highfield will receive a $187,500 cash retainer and received a $292,500 a
• $292,500 — a $187,500 cash retainer and received a $292,500 annual equity award in the form of rest
• $150,000 — of restricted stock units (" RSUs "); a $150,000 cash retainer and $240,000 annual equit
• $240,000 — " RSUs "); a $150,000 cash retainer and $240,000 annual equity award in the form of RSUs
• $118 million — ant to which it purchased approximately $118 million in Common Stock. The information contai
• $37 billion — executed over 40 transactions totaling $37 billion in value, including high-profile equity
• $850,000 — na's minimum annual base salary will be $850,000. Within 90 days from the Effective Date
• $1,500,000 — a one-time bonus with a total value of $1,500,000. This bonus was granted 50% in RSUs (i.
• $750,000 — is bonus was granted 50% in RSUs (i.e., $750,000 worth of RSUs) of the Company under the

Filing Documents

• form8-k.htm (8-K) — 86KB
• ex3-1.htm (EX-3.1) — 2KB
• ex3-2.htm (EX-3.2) — 2KB
• ex3-3.htm (EX-3.3) — 2KB
• ex3-4.htm (EX-3.4) — 2KB
• ex10-1.htm (EX-10.1) — 76KB
• ex10-2.htm (EX-10.2) — 133KB
• ex10-3.htm (EX-10.3) — 128KB
• ex10-4.htm (EX-10.4) — 94KB
• ex99-1.htm (EX-99.1) — 23KB
• ex3-1_001.jpg (GRAPHIC) — 261KB
• ex3-1_002.jpg (GRAPHIC) — 519KB
• ex3-2_001.jpg (GRAPHIC) — 261KB
• ex3-2_002.jpg (GRAPHIC) — 515KB
• ex3-3_001.jpg (GRAPHIC) — 261KB
• ex3-3_002.jpg (GRAPHIC) — 491KB
• ex3-4_001.jpg (GRAPHIC) — 261KB
• ex3-4_002.jpg (GRAPHIC) — 500KB
• 0001493152-25-011727.txt ( ) — 5050KB
• verb-20250807.xsd (EX-101.SCH) — 3KB
• verb-20250807_lab.xml (EX-101.LAB) — 33KB
• verb-20250807_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

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 7, 2025 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 Ct 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 1.01 Entry into a Material Definitive Agreement. PIPE Financing On August 7, 2025, Verb Technology Company, Inc. (the " Company ") completed its previously announced transactions involving the entry into a subscription agreement (the " Subscription Agreement ") with certain institutional investors (the " PIPE Subscribers ") for the issuance of 57,425,254 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), at a price per share of $9.51, and 1,276,863 pre-funded warrants to purchase shares of Common Stock at a purchase price per warrant of $9.5099 (" Pre-Funded Warrants ", together with the Common Stock, the " Acquired Securities "), and gross proceeds of approximately $558 million (the " PIPE Financing "). The Acquired Securities were issued in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (" Securities Act "), and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable The net proceeds from the PIPE Financing are intended to be used by the Company to purchase Toncoin (" Toncoin "), the native cryptocurrency of The Open Network (" TON ") blockchain, and for working capital and general corporate purposes. Approximately one-third of the PIPE Subscribers have agreed to lock-up restrictions with the Company (the " Lock-Up Investors ") whereby they will not sell or transfer the Acquired Securities for six months, with respect to all of the Acquired Securities held by such PIPE Subscribers, or for 12 months, with respect to 50% of the Acquired Securities held by each such PIPE Subscriber, in each case measured from the date of execution of the Subscription Agreement, subject to customary exceptions (the " Lock-Up Restrictions "). Pursuant to the previously disclosed purchase agreement, the Lock-Up Investors that contributed Toncoin not eligible for trading or transfer (the " Locked Toncoin ") are also subject to Lock-Up Restrictions with respect to the Acquired Securities issued as consideration for the Locked Toncoin for the same duration as the Locked Toncoin are not eligible for trading or transfer, which may exceed 12 months. Advisory Services Agreement On August 7, 2025, the Company entered into an advisory services agreement (the " Advisory Services Agreement ") with Kingsway Capital Partners Limited (" Kingsway "), which is controlled by Manuel Stotz, the Company's newly appointed Executive Chairman of the Board of Directors (the " Board ") (as disclosed below in Item 5.02 of this Current Report on Form 8-K (the " Current Report ")). Pursuant to the Advisory Services Agreement, Kingsway will provide advisory and consulting services to the Company with respect to the expansion and diversification of the Company's business through the Company's new TON treasury strategy. In consideration for these services,

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View this 8-K filing on SEC EDGAR