Item 1.02 Termination of a Material Definitive Agreement.

On January 26, 2023, Verb Technology Company, Inc., a Nevada corporation (the "Company"), terminated that certain common stock purchase agreement dated January 12, 2022, entered into with Tumim Stone Capital LLC, which provided for the sale by the Company of up to $50,000,000 of newly issued shares from time to time during the term of the agreement.

Effective January 26, 2023, the Company repaid in full all of its outstanding obligations under that certain securities purchase agreement dated January 12, 2022 entered into with three institutional investors (the "SPA") which provided for the sale and issuance of an aggregate original principal amount of $6,300,000 in convertible notes due 2023. The convertible notes were repaid in full in cash prior to any conversions.

On January 26, 2023, the Company issued a press release announcing that repayment of its obligations under the SPA. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits.



Exhibit
  No.     Description

99.1        Press Release dated January 26, 2023

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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