Verb Technology Company Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 3.03 Material Modification of Rights to Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed below, Verb Technology Company, Inc. (the “Company”) held its annual stockholder meeting on September 26, 2024, at which stockholders voted to authorize the Company’s 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).
On September 26, 2024, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-200 ratio (the “Reverse Split”) and approved the filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Articles of Incorporation of the Company to effect the Reverse Split.
On September 27, 2024, the Certificate of Amendment to effect the Reverse Split, was filed with the Secretary of State of Nevada.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 26, 2024 the Company held its Annual Meeting of Stockholders via live webcast at www.virtualshareholdermeeting.com/VERB2024AM. A total of 61,709,221 shares of common stock representing 42.38% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented virtually or by valid proxies at the annual meeting.
Messrs. Rory J. Cutaia, James P. Geiskopf, Kenneth S. Cragun, and Edmund C. Moy were each elected as directors of the Company to serve until the Company’s 2025 annual meeting of stockholders.
The stockholders approved a proposal to authorize the board of directors to effect a reverse stock split of the outstanding shares of the Company’s 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) split, with the specific ratio to be fixed within this range by the board of directors in its sole discretion, without further stockholder approval.
The stockholders ratified the appointment of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The final voting results on these matters were as follows:
1. Election of Directors:
| Name | Total Votes for Director |
Total Votes Withheld from Director |
Total Broker Non-Votes |
|||||||||
| Rory J. Cutaia | 29,261,656 | 4,298,502 | 28,149,063 | |||||||||
| James P. Geiskopf | 29,203,856 | 4,356,302 | 28,149,063 | |||||||||
| Kenneth S. Cragun | 29,350,701 | 4,209,457 | 28,149,063 | |||||||||
| Edmund C. Moy | 29,132,699 | 4,427,459 | 28,149,063 | |||||||||
2. Reverse Stock Split
| Votes For | Votes Against | Votes Abstained | ||
| 34,387,270 | 24,966,253 | 2,355,698 |
3. Ratification of appointment of Grassi & CO., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| Votes For | Votes Against | Votes Abstained | ||
| 53,979,614 | 6,059,162 | 1,670,445 |
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Articles of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 27, 2024 | VERB TECHNOLOGY COMPANY, INC. | |
| By: | /s/ Rory J. Cutaia | |
| Name: | Rory J. Cutaia | |
| Title: | President and Chief Executive Officer | |