8-K
TON Strategy Co (TONX)
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): | March 18, 2024 | |
|---|---|---|
| Verb Technology Company, Inc. | ||
| --- | ||
| (Exact<br> 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.) |
| 3024 Sierra Juniper Court<br><br> <br>Las Vegas, Nevada | 89138 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) | |
| Registrant’s<br> Telephone Number, Including Area Code: | (855) 250-2300 | |
| --- | --- | |
| (Former<br> 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. ☐
Item1.01 Entry into a Material Definitive Agreement.
On March 18, 2024, Verb Technology Company, Inc, a Nevada corporation (the “Company”), entered into subscription agreements with certain institutional investors (the “Agreements”), pursuant to which the Company agreed to issue and sell to the investors 20,851,667 shares (the “Shares”) of Common Stock, par value $0.0001 per share of the Company at a price of $0.24 per share for gross proceeds to the Company of $5,004,400.08.
The Agreements were entered into intraday on March 18, 2024 and the Shares were offered at-the-market under Nasdaq rules and pursuant to the Company’s Form 1-A (the “Offering Statement”), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 14, 2024 and qualified on March 11, 2024.
The Shares were placed through the efforts of the Company’s Chief Executive Officer, Rory Cutaia. The Company did not pay any commissions in connection with the sale of the Shares.
The offering is expected to close on or before March 19, 2024.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Number | Description |
| --- | --- |
| 10.1 | Form of Subscription Agreement (Incorporated by reference to the Company’s Form 1-A Offering Statement filed on February 14, 2024) |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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> March 19, 2024 | VERB TECHNOLOGY COMPANY, INC. | |
|---|---|---|
| By: | /s/ Rory J. Cutaia | |
| Name: | Rory<br> J. Cutaia | |
| Title: | President<br> and Chief Executive Officer |