Item 1.01. Entry into a Material Definitive Agreement.
Common Stock Purchase Agreement
On
The Common Stock Purchase Agreement initially precludes the Company from issuing and selling more than 14,747,065 shares of its Common Stock, including the Commitment Shares, which number of shares equals 19.99% of the Common Stock issued and outstanding immediately prior to the execution of the agreement, unless the Company obtains stockholder approval to issue additional shares, or unless certain exceptions apply. In addition, a beneficial ownership limitation in the agreement initially limits the Company from directing the Investor to purchase shares of Common Stock if such purchases would result in the Investor beneficially owning more than 4.99% of the then outstanding shares of Common Stock (subject to an increase to 9.99% at the Investor's option upon at least 61 calendar days' notice).
From and after the initial satisfaction of the conditions to the Company's right to commence sales of Common Stock to the Investor (such event, the "Commencement," and the date of initial satisfaction of all such conditions, the "Commencement Date"), the Company may direct the Investor to purchase shares of Common Stock at a purchase price per share equal to 94% of the lowest daily dollar volume-weighted average price for the Common Stock during the three consecutive trading day period immediately following the date on which the Company delivers to the Investor a notice for such purchase. The Company will control the timing and amount of any such sales of Common Stock to the Investor. Actual sales of shares of Common Stock to the Investor will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the common stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
The Commencement Date of the Equity Offering was
The Company intends to use the net proceeds, if any, from the Equity Offering for working capital and general corporate purposes, including the promotion, marketing, and expansion of the Company's MARKET platform. The Common Stock Purchase Agreement contains customary representations, warranties and agreements by the Company, as well as customary indemnification obligations of the Company.
The Common Stock Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the terms of the Common Stock Purchase Agreement set forth above is qualified in its entirety by reference to such exhibits.
Securities Purchase Agreement, Convertible Notes, and Security Agreement
On
The Company received
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary representations and warranties of the Note Holders, customary conditions to closing, and customary indemnification obligations of the Company.
The Securities Purchase Agreement, the form of the Note, and the Security Agreement are filed as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the terms of the Securities Purchase Agreement, Note, and Security Agreement set forth above are qualified in their entirety by reference to such exhibits.
The Equity Offering and the Note Offering are not conditioned upon or related to one another.
Registration of Securities
The securities in the Equity Offering and the Note Offering are being offered
pursuant to an effective shelf registration statement on Form S-3 (File No.
333-252167), which was filed by the Company with the
In connection with these offerings, the legal opinion letter of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Description 5.1 Opinion ofStradling Yocca Carlson & Rauth, P.C. 10.1 Common Stock Purchase Agreement, datedJanuary 12, 2022 , betweenVerb Technology Company, Inc. andTumim Stone Capital LLC 10.2 Securities Purchase Agreement, datedJanuary 12, 2022 , amongVerb Technology Company, Inc. and certain institutional investors thereto 10.3 Form of Convertible Note due 2023 10.4 Security Agreement, datedJanuary 12, 2022 , amongVerb Technology Company, Inc. and certain institutional investors thereto 23.1 Consent ofStradling Yocca Carlson & Rauth, P.C. (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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