NEWPORT BEACH, Calif. And SALT LAKE CITY, January 14, 2022 (GLOBE NEWSWIRE) – Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the leader in video-based interactive sales support applications including interactive live e-commerce, webinar, CRM and marketing applications for entrepreneurs and businesses, today announced that it has concluded ( i) a securities purchase agreement with three institutional investors providing for the sale and issuance of an aggregate initial principal amount of $ 6,300,000 in convertible notes due 2023 (each, a “Note” and, collectively, the “ Notes ”) and (ii) a common share purchase agreement with Tumim Stone Capital, LLC (“ Tumim ”), of which the manager and general partner is a well-respected institutional investor, 3i, LP, providing for the sale and issuance of up to $ 50,000,000 in shares (the “Total Commitment”) of its common shares through an “equity line of credit.” 3i, LP has been an investor in VERB since March 2021.
Senior secured convertible securities:
The Company received $ 6.0 million in gross proceeds from the sale of the tickets. The offering of the Notes was closed on January 12, 2022. The Notes bear interest at 6.0% per annum, have an initial issue discount of 5.0%, mature 12 months from the closing date and have an initial conversion price of $ 3.00. In connection with the Notes, the Company and the Noteholders also entered into a security agreement, dated January 12, 2022, under which the Company has granted security over substantially all of the assets of the Company.
The Company intends to use the net proceeds of this offering for working capital and other general corporate purposes, including the promotion, marketing and expansion of the MARKET platform of the Society.
Line Purchase Agreement of Common Shares:
Under the common stock purchase agreement with Tumim, the Company has the right, but not the obligation, to sell to Tumim, and Tumim is obligated to purchase up to $ 50,000,000 in common stock. of the Company, subject to certain conditions and limitations. VERB may issue purchase notices to Tumim for a period of 36 months from the date of this agreement. The total commitment includes 607,287 common shares of the Company issued to Tumim in consideration of its commitment to purchase common shares of the Company in accordance with the common share purchase agreement.
The common shares of the Company will be issued at a discount of 6% from the lowest volume weighted average price during the three trading days following the date of the notice of purchase.
In the event that the Company decides to sell shares of its Common Shares under the Common Share Purchase Agreement, the Company intends to use the net proceeds of such sales for working capital and to d ” other general corporate objectives, including the promotion, marketing and expansion of the company’s MARKET Platform. The option to raise capital over a longer period gives the Company the flexibility to develop and develop its new MARKET and verbTV platforms. MARKET is a centralized, immersive, and social online destination where shoppers can explore live streaming events hosted around the world 24/7 across a variety of product and service categories. verbTV is an online destination for purchasable entertainment where viewers will be able to click onscreen to purchase featured products and services instead of watching traditional advertisements.
The securities of these offerings are being offered in accordance with a registration statement in effect on Form S-3 (File No. 333-252167) that the Company has previously filed with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and the accompanying prospectus which form part of the registration statement. A prospectus supplement relating to the Offer will be filed with the SEC. Copies of the prospectus supplement and accompanying base prospectus relating to such securities will be available on the SEC’s website at www.sec.gov.
This press release is for informational purposes only and does not represent an offer to sell or the solicitation of an offer to buy any securities of the Company. There will be no sale of securities in a jurisdiction in which such sale would be illegal.
About VERBE
Verb Technology Company, Inc. (Nasdaq: VERB) is transforming the way businesses attract and engage customers. The Company’s Software-as-a-Service, or SaaS, platform is based on its proprietary interactive video technology and includes a suite of commercial sales support software products offered on a subscription basis. Its software applications are available in over 60 countries and in over 48 languages for sales teams in large and small businesses who need affordable, easy-to-use and quick-to-obtain sales tools. Available in mobile and desktop versions, the applications are offered as a fully integrated suite, as well as on a stand-alone basis, and include verbCRM (customer relationship management application), verbLIVE (interactive live e-commerce application and video webinar), verbTEAMS (a Self-integrating version of verbCRM with built-in verbLIVE and Salesforce synchronization for small businesses and individual entrepreneurs), verbLEARN (Application Learning Management System) and verbMAIL (an interactive video messaging solution integrated in a transparent in Microsoft Outlook). The company has offices in California and Utah. For more information, please visit: www.verb.tech.
About Tumim Stone Capital
3i, LP, the manager and general partner of Tumim Stone Capital, LLC, is a New York-based investor focused on public companies. Our aim is to provide transparent investments and to form long-standing partnerships with companies with a propensity for innovation.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and include, without limitation, any statement that may predict, predict, indicate or imply future results, performance or achievements, and may contain words such as “anticipate”, “expect”, “project”, “plan” or words or phrases having a similar meaning. The forward-looking statements contained in this press release relate, among other things, to the potential sale by the Company of its common shares pursuant to the agreement to purchase common shares. If any of these risks or uncertainties materialize, or if any of our assumptions prove to be incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. Investors are encouraged to consult our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and quarterly reports on Form 10-Q, for additional information regarding risks and uncertainties. which may cause a substantial difference between the actual results and those expressed. in any forward-looking statement. All forward-looking statements contained in this press release are based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statements provided to reflect events that occur or circumstances that occur. exist after the date they were made, unless required by law.
The Company cannot guarantee that the sale of its securities as described in this press release will increase shareholder value. The Company does not intend to disclose developments regarding its review of potential strategic transactions or alternatives unless a material definitive agreement for a specific transaction is reached, or the Company determines other than disclosure. additional is appropriate or required by applicable law or Nasdaq listing standards.
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