Scaleworks Inc. entered into an agreement to acquire DIRECT SALES BUSINESS ASSETS of Verb Technology Company, Inc. for $6.5 million on June 13, 2023. The total purchase consideration is $6.5 million, in cash, inclusive of a $1.5 million earn-out consisting of $0.75 million per year for each of the next two 12-month periods, based on the combined direct sales and life sciences business units achieving certain pre-determined revenue targets. The APA also provides for a hold-back of $0.25 million, described as a ?profitability payment,? that is remitted back to the Company 90 days after the first anniversary of the closing date to allow the Buyer to confirm adjusted EBITDA. The Buyer will hire or otherwise retain all of the Company?s employees and contractors that were dedicated to the direct sales and life sciences business units. Scaleworks will also assume the lease for Verb's Utah office location, among other costs associated with the operation of those business units. Verb had previously announced that it was exploring strategic alternatives when it engaged prominent M&A advisory firm Alantra in November 2022. Alantra served as the exclusive advisor to VERB. Gregory Sichenzia, Marcelle Balcombe, Glenn Burlingame and senior paralegal Raquel Vazquez of Sichenzia Ross Ference LLP acted as legal advisors to VERB.

Scaleworks Inc. completed the acquisition of DIRECT SALES BUSINESS ASSETS of Verb Technology Company, Inc. on June 13, 2023.