VERB Announces Premium-to-Market Debt Financing and Supplemental Equity-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 interactive video-based sales enablement applications, including interactive livestream eCommerce, webinar, CRM and marketing applications for entrepreneurs and enterprises, today announced that it has entered into (i) a securities purchase agreement with three institutional investors providing for the sale and issuance of an aggregate original 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”), the Manager and General Partner of which is well respected institutional investor, 3i, L.P., providing for the sale and issuance of up to $50,000,000 in shares (the “Total Commitment”) of its common stock through an “equity line of credit.” 3i, LP has been an investor in VERB since March 2021.
Senior Secured Convertible Notes:
The Company received $6.0 million in gross proceeds from the sale of the Notes. The offering of the Notes closed January 12, 2022. The Notes bear interest of 6.0% per annum, have an original issue discount of 5.0%, mature 12 months from the closing date, and have an initial conversion price of $3.00. In connection with the Notes, the Company and the Note holders also entered into a security agreement, dated January 12, 2022, pursuant to which the Company granted a security interest in substantially all of the Company’s assets.
The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes, including promotion, marketing and expansion of the Company’s MARKET platform.
Common Stock Equity Line 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 in shares of the Company’s common stock, subject to certain conditions and limitations. VERB may issue to Tumim purchase notices over a 36-month period from the date of this agreement. The Total Commitment is inclusive of 607,287 shares of the Company’s common stock issued to Tumim as consideration for its commitment to purchase shares of the Company’s common stock pursuant to the common stock purchase agreement.
The shares of the Company’s common stock will be issued at a 6% discount to the lowest volume-weighted average price during the three trading days following the date of the purchase notice.
The securities in these offerings are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-252167) that the Company previously filed with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and accompanying prospectus that 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 the accompanying base prospectus relating to these securities will be available on the SEC’s website at www.sec.gov.
This press release is for informational purposes only and it does not represent an offer to sell or the solicitation of an offer to buy any of the Company’s securities. There will be no sale of securities in any jurisdiction in which such sale would be unlawful.
About Tumim Stone Capital
The Company cannot provide any assurance that the sale of its securities as described in this press release will enhance stockholder value. The Company does not intend to disclose developments regarding its consideration of potential strategic transactions or alternatives unless a material definitive agreement for a specific transaction is entered into, or the Company otherwise determines further disclosure is appropriate or required by applicable law or Nasdaq listing standards.
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