AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported):
20, 2020 |
Technology Company, Inc.
Name of Registrant as Specified in Charter)
or Other Jurisdiction
Newport Boulevard, Suite 200
of Principal Executive Offices)
Telephone Number, Including Area Code:
Name or Former Address, if Changed Since Last Report)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock, par value $0.0001
Nasdaq Stock Market LLC|
Stock Purchase Warrants
Nasdaq Stock Market LLC|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company [ ]
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. [ ]
1 – Registrant’s Business and Operations
1.01 Entry into a Material Definitive Agreement.
reported on Form 8-K dated February 25, 2020, Verb Technology Company, Inc., a Nevada corporation (“we,” “our,”
or the “Company”), initiated a private placement (our “Private Placement”) on February 5, 2020 for the
sale and issuance of up to five million shares of our common stock, $0.0001 par value per share (“Common Stock”) at
a per-share price of $1.20 (representing a 20% discount to the $1.50 closing price of our Common Stock on that day), solely to
accredited investors pursuant to the terms of a Subscription Agreement by and among the Private Placement investors and the Company
(the “Subscription Agreement”). On February 25, 2020, we had an initial closing (our “Initial Closing”)
of our Private Placement of Common Stock. In our Initial Closing, we sold and issued 1,610,833 shares of our Common Stock for
gross proceeds of $1,933,000. We have not granted any warrants or options to the investors in our Private Placement. Further,
we have not provided any registration rights, anti-dilution rights, conversion rights, or any other rights or preferences to the
investors in our Private Placement.
March 20, 2020, we had a second closing (the “Second Closing”) of our Private Placement of our Common Stock. The Common
Stock that we sold and issued in our Second Closing constitutes privately placed restricted securities solely to accredited investors.
In our Second Closing, we sold and issued 1,657,000 shares of our Common Stock at a price per share of $1.20 for gross proceeds
of $1,988,400 pursuant to the terms of the Subscription Agreement. We currently anticipate that we may have further closings of
our Private Placement through and including March 31, 2020, although we cannot provide any assurances of the possibility or probability
of any further closings or the sale and issuance of any additional shares of our Common Stock in our Private Placement. Accordingly,
through March 20, 2020 by virtue of the Initial Closing and the Second Closing, we have received total gross proceeds of $3,921,400.
We intend to use the net proceeds from our Private Placement for general corporate purposes.
Private Placement is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on Section 4(a)(2) thereof and/or Rule 506 of Regulation D and Regulation S thereunder, each as promulgated
by the Securities and Exchange Commission (the “Commission”). Our Private Placement was managed by the Company; however,
in connection with our Second Closing, we paid a non-U.S. based consultant (i) as a cash fee, an aggregate amount of $192,240
(or 10% of the gross proceeds of our Second Closing), (ii) as a non-accountable expense allowance, an aggregate of $38,448 (or
2% of the gross proceeds of our Second Closing), (iii) five-year warrants, exercisable for an aggregate of up to 160,199 shares
of our Common stock at a cash-only exercise price of $1.92 per share, and (iv) 100,000 shares of our Common Stock. We made the
above-referenced payments only in respect of that portion of the gross proceeds from our Second Closing for investors introduced
to us by the consultant.
description of the Subscription Agreement is set forth in the Company’s Current Report on Form 8-K for February 25, 2020
filed with the Commission on February 25, 2020 and is incorporated herein by this reference.
3 – Securities and Trading Markets
3.02 Unregistered Sales of Equity Securities.
to our Private Placement, as described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference
into this Item 3.02 in its entirety, we sold and issued our Common Stock to “accredited investors,” as that term is
defined in the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act
and/or Rule 506 of Regulation D and/or Regulation S thereunder and, if and as relevant, corresponding provisions of state securities
or “blue sky” laws. The investors in our Private Placement represented that they acquired their respective securities
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly,
none of the securities that we sold and issued or granted, all as referenced in this Current Report on Form 8-K, has been registered
under the Securities Act and none of such securities may be offered or sold in the United States absent the registration thereof
or an exemption from registration under the Securities Act and any applicable state securities laws.
this Current Report on Form 8-K nor any exhibit attached hereto constitutes an offer to sell or the solicitation of an offer to
buy securities of the Company, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
March 23, 2020
Technology Company, Inc.|
Rory J. Cutaia|
and Chief Executive Officer|