Verb Technology raises $4.0M in registered direct offering of 12.5M shares and warrants at $0.32/unit

On October 25, 2022, Verb Technology Company, Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”), which provides for the sale and issuance by the Company of an aggregate of (i) 12,500,000 shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), and (ii) warrants to purchase 12,500,000 shares of the Common Stock at an exercise price of $0.34 per share (the “ Warrants ” and, together with the Shares, the “ Securities ”), at a combined purchase price of $0.32 per share and accompanying Warrant for aggregate gross proceeds of $4.0 million before deducting placement agent commissions and other estimated offering expenses (the “ Offering ”).

In connection with the Offering, the Company agreed to amend the terms of the common stock purchase warrants previously issued pursuant to the terms of that certain securities purchase agreement, dated April 20, 2022, entered into with certain institutional investors, to (i) reduce the exercise price of such warrants to $0.34 and (ii) provide that the warrants will be exercisable commencing six months from the date of the amendment and will remain exercisable for five years and six months from the date of the amendment.

On the same date, the Company entered into a placement agency agreement (the “ Placement Agency Agreement ”) with A.G.P./Alliance Global Partners (the “ Placement Agent ”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Offering. The Company will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject to certain exceptions described in the Placement Agency Agreement, and will reimburse the Placement Agent for certain expenses.