Item
1.01
|
Entry
into a Material Definitive Agreement.
|
Underwriting
Agreement
On
July 21, 2020, Verb Technology Company, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Underwriter”), pursuant to which the Company issued
and sold, in a registered public offering by the Company (the “Public Offering”), 10,909,090 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”).
In
addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option (the “Overallotment
Option”) to purchase up to 1,636,363 additional shares of Common Stock. The Overallotment Option was exercised in full on
July 22, 2020.
The
Underwriting Agreement contains representations, warranties and covenants made by the Company that are customary for transactions
of this type. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In addition,
pursuant to the terms of the Underwriting Agreement, the Company and its executive officers and directors have entered into agreements
providing that the Company and each of these persons may not, without the prior written approval of the Underwriter, subject to
limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities for a period of 90 days following
the date of the Underwriting Agreement.
The
description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by this reference.
Closing
of Public Offering
On
July 24, 2020, the Public Offering closed, and the Company issued and sold 12,545,453 shares of Common Stock (which includes 1,636,363
shares of Common Stock sold pursuant to the exercise of the Overallotment Option) pursuant to the registration statement on Form
S-1 (File No. 333-239055), and the amendment thereto, which was initially filed with the Securities and Exchange Commission (the
“Commission”) on June 9, 2020 and declared effective by the Commission on July 21, 2020, the registration statement
on Form S-1 (File No. 333-239997) filed with the Commission on July 22, 2020 pursuant to Rule 462(b) under the Securities Act,
which was effective immediately upon filing, and the Underwriting Agreement. The net proceeds to the Company, after deducting
the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately
$12.3 million.