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): |
March
31, 2022 |
| 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.) |
782
S. Auto Mall Drive
American
Fork, Utah |
|
84003 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
| Registrant’s
Telephone Number, Including Area Code: |
(855)
250-2300 |
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)) |
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. ☐
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 |
| Item
2.02 |
|
Results
of Operations and Financial Condition. |
On
March 31, 2022, Verb Technology Company, Inc. (the “Company’) issued a press release announcing its financial results for
its fourth quarter and year ended December 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
On
March 31, 2022, the Company’s management hosted a stockholder conference call regarding the Company’s Annual Report on Form
10-K for its fourth quarter and year ended December 31, 2021. The full transcript of the conference call is furnished as Exhibit 99.2
hereto. The Company undertakes no obligation to update the information discussed in the conference call in the future, except as may
be required by law.
The
information included in Item 2.02 of this Current Report on Form 8-K (the “Current Report”), including Exhibit 99.1 and Exhibit
99.2 attached hereto, is being furnished and shall not be deemed “filed” for the 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. The information
included in Item 2.02 of this Current Report, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be incorporated by reference
into any filings of the Company made under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing
unless specifically stated so therein.
| Item
9.01 |
|
Financial
Statements and Exhibits. |
| |
|
|
| (d) |
|
Exhibits. |
SIGNATURES
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:
April 1, 2022 |
Verb
Technology Company, Inc. |
| |
|
| |
By: |
/s/
Rory J. Cutaia |
| |
Name: |
Rory
J. Cutaia |
| |
Title: |
President,
Chief Executive Officer, Secretary and Director |
