VERB Stockholders Vote To Reverse Split VERB Shares To Retain Nasdaq Listing

Rhea-AI Summary

Verb Technology Company (Nasdaq: VERB) announced that stockholders approved a 1-for-200 reverse stock split of its common shares. The split will take effect on October 9, 2024, with shares continuing to trade under the symbol 'VERB' but with a new CUSIP number. This decision follows a stockholder vote at the Annual Meeting on September 26, 2024, where a significant majority favored authorizing the Board to implement a reverse split.

The reverse split aims to increase the market price per share and bring the company into compliance with Nasdaq's $1.00 minimum bid price requirement. It will reduce the number of outstanding shares from approximately 152,645,986 to 763,230. Proportional adjustments will be made to stock options and warrants. Stockholders are not required to take any action, and fractional shares will be rounded up to the nearest whole share.

Positive

• Stockholders approved a 1-for-200 reverse stock split, potentially helping VERB comply with Nasdaq's minimum bid price requirement
• The reverse split may increase the market price per share of VERB's common stock
• No action required from stockholders, with fractional shares rounded up to the nearest whole share

Negative

• The need for a reverse split suggests VERB's stock price has fallen below Nasdaq's minimum requirement, indicating potential financial challenges
• Significant reduction in the number of outstanding shares from 152,645,986 to approximately 763,230

Insights

Financial Analyst

The stockholder approval of a 1-for-200 reverse stock split for VERB Technology Company is a critical move to maintain Nasdaq listing compliance. This action will reduce the outstanding shares from approximately 152.6 million to 763,230, likely boosting the stock price above the $1 minimum bid requirement. While this doesn't change the company's underlying value, it could improve investor perception and liquidity.

However, investors should note that reverse splits are often seen as a red flag, indicating financial distress. VERB's micro-cap status ($7.6 million market cap) suggests significant challenges. The extreme ratio (1-for-200) is particularly concerning, potentially signaling deep-rooted issues with the company's business model or financial health.

Long-term investors should carefully evaluate VERB's fundamentals, growth prospects and cash position. While the split may prevent immediate delisting, it doesn't address underlying business challenges. The company will need to demonstrate improved financial performance to sustain compliance and attract institutional investors post-split.

Market Research Analyst

VERB's decision to implement a reverse split reflects broader challenges in the interactive video and social shopping sector. The company's MARKET.live platform operates in a highly competitive space with giants like Amazon Live and Instagram Shopping. VERB's struggle to maintain Nasdaq compliance suggests difficulties in scaling its business model and achieving profitability.

The reverse split could lead to increased volatility and speculative trading in the short term. However, it may also provide VERB an opportunity to reset its narrative with investors and analysts. The company needs to leverage this moment to clearly articulate its path to profitability and differentiate its offerings in the crowded social commerce landscape.

Investors should watch for post-split developments, including any strategic partnerships, product innovations, or cost-cutting measures that could signal a turnaround. The success of this move will ultimately depend on VERB's ability to capitalize on the growing livestream shopping trend and translate it into sustainable revenue growth.

Los Alamitos, Calif. and Las Vegas, Oct. 04, 2024 (GLOBE NEWSWIRE) -- Verb Technology Company, Inc. (Nasdaq: VERB) ("VERB" or the "Company"), the leader in interactive video-based sales-enablement applications, including MARKET.live, its livestream social shopping platform, today announced that its stockholders voted to authorize the Company’s Board of Directors to institute a 1-for-200 reverse stock split of its common stock shares and that the common stock shares will begin trading on a split-adjusted basis at the commencement of trading on October 9, 2024. The Company’s shares will continue to trade on the Nasdaq Capital Market under the same symbol "VERB" with a new CUSIP number, 92337U302.

As set forth in the current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”), on September 26, 2024, the Company held an annual meeting of stockholders (the “Annual Meeting”) to vote on four Proposals, including Proposal number 2 which was to authorize the Board of Directors to effect a reverse stock split of the outstanding shares of common stock within one (1) year of September 26, 2024, at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-two-hundred (1-for-200).

Present virtually at the Annual Meeting, or represented by valid proxy and entitled to vote as of the record date for the Annual Meeting, were a total of 61,709,221 shares of the Company’s common stock, out of a total of 145,597,352 shares of common stock issued and outstanding and entitled to vote.

A significant majority of stockholders voted in favor of authorizing the Company’s Board of Directors to institute a reverse stock split, as set forth in greater specificity in the Company’s September 27, 2024 Form 8-K.

Following the vote of stockholders at the Company's Annual Meeting, the Board of Directors approved a 1-for-200 reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share. Every 200 shares of the Company's issued and outstanding common stock will automatically convert into one share of common stock without any change to the par value of $0.0001 per share. The amount of common stock outstanding will be reduced from approximately 152,645,986 shares to approximately 763,230 shares. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise of the Company’s outstanding stock options and warrants, as well as the applicable exercise price.

The Company expects that the stockholder approved reverse stock split will increase the market price per share of the Company's common stock, bringing the Company into compliance with The Nasdaq Capital Market's $1.00 minimum bid price listing requirement.

Registered stockholders holding pre-split shares of the Company's common stock are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, and will not be required to take any action in connection with the reverse stock split.

No fractional shares will be issued in connection with the reverse stock split. Any fractional shares created as a result of the reverse stock split will be rounded up to the nearest whole share for each stockholder. The reverse stock split impacts all holders of VERB’s common stock proportionally and will not impact stockholders' percentage of ownership of common stock (except as to rounding-up changes).

Additional information regarding the reverse stock split is available on the Form 8-K filed September 27, 2024 as well as in the Company's definitive proxy statement (Form DEF 14A) filed with the SEC on August 16, 2024. Any additional questions can be directed to the Company's transfer agent, VStock Transfer, at (212) 826-8436 or www.vstocktransfer.com.

About VERB Technology Company 

Verb Technology Company, Inc. (NASDAQ: VERB), is the innovative force behind interactive video-based social commerce. The Company’s MARKET.live platform is a multi-vendor, livestream social shopping destination at the forefront of the convergence of ecommerce and entertainment, where brands, retailers, creators, and influencers engage their customers, clients, fans, and followers across multiple social media channels simultaneously. GO FUND YOURSELF!, is a revolutionary interactive social crowd funding platform for public and private companies seeking broad-based exposure across social media channels for their crowd-funded Regulation CF and Regulation A offerings. The platform combines a ground-breaking interactive TV show with MARKET.live’s back-end capabilities allowing viewers to tap on their screen to facilitate an investment, in real time, as they watch companies presenting before the show’s panel of “Titans”. Presenting companies that sell consumer products are able to offer their products directly to viewers during the show in real time through shoppable onscreen icons. The Company is headquartered in Las Vegas, NV and operates full-service production and creator studios in Los Alamitos, California and Philadelphia, PA. 

FORWARD-LOOKING STATEMENTS

This communication contains "forward-looking statements" as that term is 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, forecast, indicate or imply future results, performance, or achievements. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Investors are advised to review the Company’s filings with the Securities and Exchange Commission for additional information on the risks and uncertainties that can impact these forward-looking statements. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. 

Investor Relations:
investors@verb.tech

FAQ

When will VERB's 1-for-200 reverse stock split take effect?

VERB's 1-for-200 reverse stock split will take effect on October 9, 2024, when the common stock shares will begin trading on a split-adjusted basis.

What is the purpose of VERB's reverse stock split?

The reverse stock split aims to increase the market price per share of VERB's common stock and bring the company into compliance with Nasdaq's $1.00 minimum bid price listing requirement.

How will VERB's reverse stock split affect the number of outstanding shares?

The reverse stock split will reduce the number of outstanding shares from approximately 152,645,986 to about 763,230 shares.

Will VERB's stock symbol change after the reverse split?

No, VERB's shares will continue to trade on the Nasdaq Capital Market under the same symbol 'VERB', but with a new CUSIP number: 92337U302.