UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on November 2, 2023, the Company received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market (the “Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Company’s common stock had closed below $1.00 for the previous 30 consecutive business days (the “Bid Price Rule”). The Company was given until April 30, 2024, to regain compliance with the Bid Price Rule. On May 1, 2024, the Company received notice from Nasdaq that the Company had been granted an additional 180-day grace period, or until October 28, 2024, to regain compliance with the Bid Price Rule.
On August 6, 2024, the Company received notice from the Staff indicating that the bid price for the Company’s common stock had closed below $0.10 per share for the 10-consecutive trading day period ended August 5, 2024 and, accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) and its securities are subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).
On August 12, 2024, the Company timely requested a hearing before the Panel to appeal the delisting determination. In response, Nasdaq set a hearing date of September 19, 2024, and offered the Company an expedited review process, which required the Company to complete a questionnaire regarding the Company’s plan to regain compliance with the Bid Price Rule. The Company submitted the completed questionnaire on August 14, 2024, which included the representation that, if necessary, the Company will effect a reverse stock split on or before October 2, 2024, to regain compliance with the Bid Price Rule.
On August 6, 2024, the Company filed a preliminary proxy statement on Schedule 14A in connection with the Company’s annual meeting of stockholders scheduled for September 26, 2024. At the annual meeting, the Company intends to seek the approval of its stockholders to implement a reverse stock split in the range within a range of one-for-five (1-for-5) to a maximum of a one-for-two hundred (1-for-200). Upon receipt of the requisite approval of its stockholders, the Company intends, if necessary, to expeditiously implement the reverse stock split to regain compliance with Nasdaq’s Bid Price Rule.
On August 28, 2024, the Company received a notice from Nasdaq that, based upon its review of the written record, the Panel had granted the Company a temporary exception until October 21, 2024 to, effect the reverse stock split and thereafter regain compliance with the Bid Price Rule. The Nasdaq Hearing Panel noted that the temporary exception was granted based upon the Company’s representation that it would complete a reverse stock split, if necessary, no later than October 2, 2024. The Company prioritizes regaining compliance with the Bid Price Rule through other measures before resorting to a reverse stock split. However, in the event the Company fails to achieve compliance by mid-September 2024, it will be required to undertake a reverse stock split to regain compliance by the October 21, 2024 deadline. In the event the Company fails to regain compliance with the Bid Price Rule by October 21, 2024, its securities will be delisted.
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 6, 2024 | VERB TECHNOLOGY COMPANY, INC. | |
| By: | /s/ Rory J. Cutaia | |
| Name: | Rory J. Cutaia | |
| Title: | President and Chief Executive Officer | |