Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On April 20, 2022, Verb Technology Company, Inc., a Nevada corporation (the
"Company"), entered into a securities purchase agreement (the "Purchase
Agreement"), which provides for the sale and issuance by the Company of an
aggregate of (i) 14,666,667 shares of the Company's common stock, $0.0001 par
value per share (the "Common Stock"), at a purchase price of $0.75 per share
(the "Shares"), and (ii) warrants to purchase 14,666,667 shares of the Common
Stock at an exercise price of $0.75 per share (the "Warrants" and, together with
the Shares, the "Securities"), for aggregate gross proceeds of $11.0 million
before deducting placement agent commissions and other estimated offering
expenses (the "Registered Direct Offering"). The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary
conditions to closing, and customary indemnification obligations of the Company.
On the same date, the Company entered into a placement agency agreement (the
"Placement Agency Agreement") with A.G.P./Alliance Global Partners (the
"Placement Agent"). Pursuant to the terms of the Placement Agency Agreement, the
Placement Agent agreed to use its reasonable best efforts to arrange for the
sale of the Securities in the Registered Direct Offering. The Company will pay
the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds
from the sale of the Securities, subject to certain exceptions described in the
Placement Agency Agreement, and will reimburse the Placement Agent for certain
expenses. The Placement Agency Agreement contains customary representations,
warranties and agreements by the Company, customary representations and
warranties of the Placement Agent, customary conditions to closing, and
customary indemnification obligations of the Company.
The Registered Direct Offering is being made pursuant to a Registration
Statement on Form S-3 (File No. 333-264038), which was filed by the Company with
the Securities and Exchange Commission on March 31, 2022 and declared effective
on April 14, 2022.
The Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1
and 10.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference. The descriptions of the terms of the Placement Agency
Agreement and Purchase Agreement set forth above are qualified in their entirety
by reference to such exhibits.
Item 8.01. Other Events.
The Company issued a press release announcing the pricing of the Registered
Direct Offering on April 21, 2022. A copy of the press release is attached
hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Description
1.1 Placement Agency Agreement, dated April 20, 2022
4.1 Form of Common Stock Purchase Warrant
5.1 Opinion of Stradling Yocca Carlson & Rauth, P.C.
10.1 Form of Securities Purchase Agreement
23.1 Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit
5.1)
99.1 Pricing Press Release, dated April 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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