SEC Form SC 13G filed by Verb Technology Company Inc.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
Verb Technology Company, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
92337U104
(CUSIP Number)
April 25, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| þ | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_____________________________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92337U104 | 13G | Page 2 of 10 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BitNile Holdings, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ |
| (b) ☐ | ||
| 3 |
SEC USE ONLY
| |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
|
NUMBER OF SHARES BENEFICIALLY REPORTING |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,333,334 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,333,334 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,333,334 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.27% | |
| 12 |
TYPE OF REPORTING PERSON
CO | |
| CUSIP No. 92337U104 | 13G | Page 3 of 10 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Digital Power Lending, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ |
| (b) ☐ | ||
| 3 |
SEC USE ONLY
| |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California | |
|
NUMBER OF SHARES BENEFICIALLY REPORTING |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,333,334 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,333,334 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,333,334 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.27% | |
| 12 |
TYPE OF REPORTING PERSON
OO | |
| CUSIP No. 92337U104 | 13G | Page 4 of 10 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Milton C. Ault, III | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ |
| (b) ☐ | ||
| 3 |
SEC USE ONLY
| |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
|
NUMBER OF SHARES BENEFICIALLY REPORTING |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,333,334 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,333,334 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,333,334 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.27% | |
| 12 |
TYPE OF REPORTING PERSON
OO | |
| CUSIP No. 92337U104 | 13G | Page 5 of 10 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenneth S. Cragun | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ |
| (b) ☐ | ||
| 3 |
SEC USE ONLY
| |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
|
NUMBER OF SHARES BENEFICIALLY REPORTING |
5 |
SOLE VOTING POWER
259,590 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
259,590 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,590 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1% | |
| 12 |
TYPE OF REPORTING PERSON
OO | |
| CUSIP No. 92337U104 | 13G | Page 6 of 10 |
| Item 1(a). | Name of Issuer. |
The name of the issuer is Verb Technology Company, Inc. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices. |
The Company’s principal executive offices are located at 782 S. Auto Mall Drive, American Fork, Utah 84003.
| Item 2(a). | Name of Person Filing. |
This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the “Shares”):
| (i) | BitNile Holdings, Inc., a Delaware corporation (“BH”), with respect to Shares beneficially owned by it; |
| (ii) | Digital Power Lending, LLC, a California limited liability company (“DPL”), with respect to Shares beneficially owned by it; |
| (iii) | Milton C. Ault, III, with respect to Shares beneficially owned by him; and |
| (iv) | Kenneth S. Cragun, with respect to Shares beneficially owned by him. |
The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
| Item 2(b). | Address of Principal Business Office or, if None, Residence. |
The address of the business office of each Reporting Person is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.
| Item 2(c). | Citizenship. |
BH is a Delaware corporation. DPL is a California limited liability company. Messrs. Ault and Cragun are United States citizens.
| Item 2(d). | Title of Class of Securities. |
Common Stock, $0.0001 par value per share.
| Item 2(e). | CUSIP Number. |
92337U104.
| CUSIP No. 92337U104 | 13G | Page 7 of 10 |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| (k) | ¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ | |||
| Item 4. | Ownership. |
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
The percentages used in this Schedule 13G are calculated based on 101,157,904 shares of Common Stock reported to be outstanding after giving effect to the completion of the offering described in the Issuer's Prospectus, filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on April 22, 2022.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| CUSIP No. 92337U104 | 13G | Page 8 of 10 |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 92337U104 | 13G | Page 9 of 10 |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 6, 2022
| BITNILE HOLDINGS, INC. | |||
| By: |
/s/ MILTON C. AULT, III | ||
| Name: Milton C. Ault, III | |||
| Title: Executive Chairman | |||
| DIGITAL POWER LENDING, LLC | |||
| By: |
/s/ DAVID J. KATZOFF | ||
| Name: David J. Katzoff | |||
| Title: Manager | |||
| MILTON C. AULT, III | |||
| By: |
/s/ MILTON C. AULT, III | ||
| KENNETH S. CRAGUN | |||
| By: |
/s/ KENNETH S. CRAGUN | ||
| CUSIP No. 92337U104 | 13G | Page 10 of 10 |
EXHIBIT INDEX
| Exhibit Number | Exhibit Description |
| 99.1 | Joint Filing Agreement |