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): | April 25, 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 |
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. ☐
Item8.01 Other Events.
This current report on Form 8-K is being filed by Verb Technology Company, Inc. (the “Company”) to make publicly available its unaudited balance sheet as of March 31, 2024, which is attached hereto as Exhibit 99.1. Subsequent to the period covered and reported in the Company’s annual report on Form 10-K, the Company’s stockholders’ equity increased to $14,001,000. Accordingly, the Company believes it qualifies for an additional extension of 180 days to regain compliance with Nasdaq $1.00 Minimum Bid Price Listing Rule 5550(a)(2).
ITEM
9.01 EXHIBITS.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Balance Sheet as of March 31, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded as Inline XBRL document and contained in Exhibit 101). |
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> April 25, 2024 | VERB TECHNOLOGY COMPANY, INC. | |
|---|---|---|
| By: | /s/ Rory J. Cutaia | |
| Name: | Rory<br> J. Cutaia | |
| Title: | President<br> and Chief Executive Officer |
Exhibit 99.1
VERB TECHNOLOGY COMPANY, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
| ASSETS | ||
| Current assets | ||
| Cash | 14,182 | |
| Prepaid expenses and other current assets | 313 | |
| Total current assets | 14,495 | |
| Capitalized software development costs, net | 3,741 | |
| ERC receivable | 1,528 | |
| Property and equipment, net | 60 | |
| Operating lease right-of-use assets | 208 | |
| Intangible assets, net | 135 | |
| Other non-current assets | 259 | |
| Total assets | 20,426 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities | ||
| Accounts payable | 1,083 | |
| Accrued expenses | 3,015 | |
| Accrued officers’ compensation | 901 | |
| Notes payable, current | 1,024 | |
| Preferred dividends payable | 75 | |
| Operating lease liabilities, current | 70 | |
| Total current liabilities | 6,168 | |
| Long-term liabilities | ||
| Notes payable, non-current | 113 | |
| Operating lease liabilities, non-current | 144 | |
| Total liabilities | 6,425 | |
| Commitments and contingencies | ||
| Stockholders’ equity | ||
| Series C Preferred Stock, 0.0001 par value, 5,000 shares authorized, 3,000 shares issued and<br> outstanding as of March 31, 2024 | 2,980 | |
| Class A units, 3 shares issued and authorized as of March 31, 2024 | - | |
| Common stock, 0.0001 par value, 400,000,000 shares authorized, 79,300,788 shares issued and outstanding as of March 31, 2024 | 8 | |
| Additional paid-in capital | 190,155 | |
| Accumulated deficit | (179,142 | ) |
| Total stockholders’ equity | 14,001 | |
| Total liabilities and stockholders’ equity | 20,426 |
All values are in US Dollars.