Current Report Filing (8-k)
May 19 2020 - 7:01AM
Edgar (US Regulatory)
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
of Report (Date of earliest event reported):
|
|
May
18, 2020
|
Verb
Technology Company, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
|
|
001-38834
|
|
90-1118043
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2210
Newport Boulevard, Suite 200
Newport
Beach, California
|
|
92663
|
(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
|
Common
Stock Purchase Warrants
|
|
VERBW
|
|
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 (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 [ ]
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. [ ]
Forward-looking
Statements
Statements
in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K (this “Report”) may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate
to Verb Technology Company, Inc. (the “Company”), its subsidiaries, or their management, identify forward-looking
statements. These statements are based on current expectations, estimates, and projections about the Company’s business
based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks,
uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ
materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those risks
discussed from time to time in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statements
speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this Report.
Section
2 – Financial Information
Item
2.02
|
Results
of Operations and Financial Condition.
|
On
May 19, 2020, the Company issued its press release announcing certain results of operations for the three and twelve months ended
December 31, 2019 and the three months ended March 31, 2020. A copy of the press release is furnished (not filed) as Exhibit 99.1
to this Report and is incorporated herein by reference.
The
information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities
Act”), except as expressly set forth by specific reference in such filing.
Section
7 – Regulation FD
Item
7.01
|
Regulation
FD Disclosure.
|
On
May 18, 2020, the Company’s management hosted a stockholder conference call and webcast regarding the filing of the Company’s
Annual Report on Form 10-K for its fourth fiscal quarter and fiscal year and Quarterly Report on Form 10-Q for its first
fiscal quarter. The full transcript of the conference call and webcast is furnished as Exhibit 99.2 hereto. The Company undertakes
no obligation to update the information discussed in the conference call and webcast in the future, except as may be required
by law.
On
May 13, 2020, the Company issued its press release announcing the stockholder conference call and webcast. The press release is
furnished as Exhibit 99.3 hereto.
The
information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the
Exchange Act or the Securities Act except as expressly set forth by specific reference in such filing.
Item
9.01
|
Financial
Statements and Exhibits.
|
SIGNATURE
Pursuant
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.
Date:
May 19, 2020
|
Verb
Technology Company, Inc.
|
|
|
|
By:
|
/s/
Rory J. Cutaia
|
|
Name:
|
Rory
J. Cutaia
|
|
Title:
|
President
and Chief Executive Officer
|
Verb Technology (NASDAQ:VERB)
Historical Stock Chart
From Apr 2024 to May 2024
Verb Technology (NASDAQ:VERB)
Historical Stock Chart
From May 2023 to May 2024