8-K

TON Strategy Co (TONX)

8-K 2023-06-02 For: 2023-05-30
View Original
Added on April 09, 2026

UNITED

STATES

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<br> of Report (Date of earliest event reported): May 30, 2023

VerbTechnology Company, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada 001-38834 90-1118043
(State<br> or Other Jurisdiction (Commission (IRS<br> Employer
of<br> Incorporation) File<br> Number) Identification<br> No.)
3401 North Thanksgiving Way, Suite 240<br><br> <br>Lehi, Utah 84043
--- ---
(Address<br> of Principal Executive Offices) (Zip<br> Code)
Registrant’s<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> 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<br> Stock, par value $0.0001 VERB The<br> Nasdaq Stock Market LLC
Common<br> Stock Purchase Warrants VERBW The<br> 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. ☐


Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Departureof Chief Financial Officer

On May 30, 2023, Salman H. Khan provided notice of his decision to resign as Chief Financial Officer of Verb Technology Company, Inc. (the “Company”), effective June 13, 2023. Mr. Khan’s resignation was not the result of any disagreements with the Company regarding any matters related to its operations, policies, practices, or otherwise.

Appointmentof Interim Chief Financial Officer

The Board of Directors (the “Board”) of the Company approved, effective as of June 13, 2023, the appointment of Bill J.Rivard, the current Corporate Controller, as Interim Chief Financial Officer of the Company.

Mr. Rivard has served as Corporate Controller of the Company since 2021 where he worked closely with the Company’s chief financial officer in all accounting and finance matters. Mr. Rivard maintains an active CPA certification and has more than 30 years of experience serving various corporate accounting and finance management roles in various industries, including at the accounting firm McGladrey & Pullen LLP (now, RSM US LLP) where he served as an auditor, as well as the Securities and Exchange Commission where he served as a staff accountant.

The Compensation Committee of the Company’s Board will make recommendations with respect to Mr. Rivard’s compensation for his role as Interim Chief Financial Officer. The Company will file a subsequent Current Report on Form 8-K to disclose such new arrangements.

There are no family relationships between Mr. Rivard and any of the Company’s officers or directors that are required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no arrangements or understandings between Mr. Rivard and any other person pursuant to which Mr. Rivard was selected as an officer of the Company required to be disclosed pursuant to Item 401(b) of Regulation S-K.



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:<br> June 2, 2023 VERB TECHNOLOGY COMPANY, INC.
By: /s/ Rory J. Cutaia
Name: Rory<br> J. Cutaia
Title: President<br> and Chief Executive Officer