VERB Announces Above-Market Debt Financing and Additional Line of Credit Facility
NEWPORT BEACH, Calif. and SALT LAKE CITY, Jan. 14, 2022 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the leader in video-based interactive sales enablement applications including interactive live e-commerce, webinars, CRM and marketing applications for entrepreneurs and businesses, today announced that it has closed (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 stock purchase agreement with Tumim Stone Capital, LLC (“Tumim”), whose manager and general partner is a respected institutional investor, 3i, LP, providing for the sale and l issuance of up to $50,000,000 of shares (the “Total Commitment”) of its common stock through a “Capital Line of Credit.” 3i, LP has been an investor in VERB since March 2021.
Senior Secured Convertible Securities:
The Company received gross proceeds of $6.0 million from the sale of the tickets. The offering of the Notes closed on January 12, 2022. The Notes bear interest at a rate of 6.0% per annum, have an initial issue discount of 5.0%, mature 12 months after the closing date and have an initial conversion price of $3.00. In connection with the Bonds, the Company and the Bondholders have also entered into a security agreement, dated January 12, 2022, pursuant to which the Company has granted a security interest in substantially all of the assets of the Company.
The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes, including promoting, marketing and expanding the Company’s MARKET platform. .
Common Share Purchase Agreement:
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 of shares ordinary shares 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 aggregate commitment includes 607,287 common shares of the company issued to Tumim in consideration for its commitment to purchase common shares of the company pursuant to the common share purchase agreement.
The common shares of the Company will be issued at a discount of 6% to the lowest volume weighted average trading price during the three trading days following the date of the notice of purchase.
In the event that the Company decides to sell Common Shares pursuant to the Common Share Purchase Agreement, the Company intends to use the net proceeds of such sales for working capital and other general business purposes, including promoting, marketing and expanding the Company’s MARKET Platform. The option to raise capital over a longer period provides the Company with the flexibility to develop and grow its new MARKET and verbTV platforms. MARKET is a centralized, immersive and social online destination where buyers can explore buyable live events hosted around the world 24/7 across many product and service categories. verbTV is an online destination for buyable entertainment where viewers will be able to click the screen to purchase featured products and services instead of watching traditional advertisements.
The securities in these offerings are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-252167) previously filed by the Company with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and accompanying prospectus which form part of the registration statement. A prospectus supplement relating to the offering 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 provided for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company. There will be no sale of securities in any jurisdiction where such sale would be illegal.
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 subscription-based sales enablement software products. Its software applications are available in more than 60 countries and in more than 48 languages for large and small business sales teams who need sales tools that are affordable, easy to use and quick to obtain. Available in mobile and desktop versions, the applications are offered as a fully integrated suite, as well as on a standalone basis, and include verbCRM (customer relationship management application), verbLIVE (live interactive e-commerce and video webinar), verbTEAMS (a self-integrating version of verbCRM with integrated verbLIVE and Salesforce synchronization for small businesses and individual entrepreneurs), verbLEARN (App Learning Management System) and verbMAIL (an interactive video messaging solution integrated in a way transparent in Microsoft Outlook). The company has offices in California and Utah. For more information, please visit: www.verb.tech.
About Tumm 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 goal is to provide transparent investments and build lasting partnerships with companies with a propensity for innovation.
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, predict, indicate or imply results, performance or achievement, and may contain words such as “anticipate”, “expect”, “project”, “plan” or words or phrases of similar meaning. The forward-looking statements contained in this press release relate to, among other things, the potential sale by the Company of its common stock pursuant to the common stock purchase agreement. If any of these risks or uncertainties materialize, or if any of our assumptions prove 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 our quarterly reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed. in any forward-looking statements. All forward-looking statements contained in this press release are based on information available to us as of the date hereof, and we undertake no obligation to update any forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as 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 otherwise determines that disclosure is appropriate or required by applicable law or Nasdaq listing standards.
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