dukeb
2 weeks ago
VERB revenue for all of 2024 was $ 895k
Then in first quarter of 2025, revenue for the first quarter alone was $ 1,305k.
If there are algorithms that look at baseline statistics such as "Percentage of revenue growth" they might decide to buy VERB shares on that alone.
Someone who knows the history of the company and of Rory would take a step back and ask some key questions such as:
Are the first quarter results a pattern or a fluke?
Is the business model sustainable?
Expenses are still way out of line. Rory's huge salary and benefits package and even the BOD's compensation is ridiculously high given the size of the company.
Rory's ego is unmatched. If you listen to him, anything good that happens is because he's a genius, but anything bad is a result of factors beyond his control.
Your post caused me to take a look back at the June 2023 announcement when VERB sold off the SaaS business to ScaleWorks. The agreement included this clause:
Under the terms of the APA, the total purchase consideration is expected to be approximately $6.5 million, in cash, inclusive of a $1.5M earn-out consisting of $750,000 per year for each of the next two 12-month periods, based on the combined direct sales and life sciences business units achieving certain pre-determined revenue targets.
I looked at the 10K for 2024 and searched for the term "Scaleworks" (the company that acquired the SaaS assets). Nary a mention. I guess the targets were not met so VERB didn't get the additional money. How out of character for Rory not to make mention of that.
The SaaS announcement also included this gem:
The Company retained, and will now focus its resources entirely on its livestream shopping platform, MARKET.live.
How did that work out? LOL.
The asset sale 8k also mentioned how VERB had entered into an LOI with a revenue generating ecommerce site. The money from the SaaS sale was going to be used to fund that purchase.
In fact, most of the SaaS sale money went into Rory's pockets to reimburse him for accrued salary.
I hope for more Rory entertainment in the future.
dukeb
2 weeks ago
The Q for the quarter ending June 30, 2025 should be interesting, as it may reveal whether the substantial increase in revenue we saw during the first quarter is a trend or merely a fluke. Keeping in mind even during that "breakout" quarter, overhead was THREE TIMES revenues and the quarterly loss was TWICE revenues.
The company also diluted shares by almost 30% between 12/31/2024 and 03/31/2025. For quite a while Rory had been yapping about how the company has enough cash to fund operations for several years (interestingly, his imputed projection for cash burn never even considers the possibility that the company would become breakeven or net positive on a cash basis) and yet he continues to dilute.
Rory knows he's on the gravy train and he's going to ride it as long as he can. If any other CEO had a similar series of business failures they would have been fired by the BOD long ago. By paying VERB Lead Director Geiskopf a Board fee almost equal to that of the Lead Director of Apple, the skids are greased enough that all the pigs are eating well at the trough, so no need to make any changes. Rory is shrewd that way.
When the company ultimately fails (which I believe is inevitable) Rory would have already put many millions of shareholder money into his bank account.
For shareholders, who are sitting on an accumulated deficit of almost $ 190 million (mind blowing) well, things are not so great.
As for the stock, it's still down 69% over the last 12 months and down 99.9% over the past 5 years. So very few long term holders will be made whole anytime soon.
jobynimble
3 weeks ago
8-K/A: https://www.sec.gov/Archives/edgar/data/1566610/000164117225016479/form8-ka.htm
Explanatory Note
On April 17, 2025, Verb Technology Company, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”), reporting that on April 11, 2025, the Company completed the acquisition of Lyvecom, Inc. (“Lyvecom”) pursuant to a stock purchase agreement (the “Acquisition”) with Lyvecom and the shareholders of Lyvecom.
This Amendment No. 1 to this Current Report on Form 8-K (“Amendment No. 1”) amends the Original Form 8-K to provide the audited consolidated financial statements of Lyvecom as of December 31, 2024 and December 31, 2023 and for the two year period ended December 31, 2024, the unaudited condensed financial statements of Lyvecom as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, and the unaudited pro forma condensed combined financial information of Lyvecom and the Company, as Exhibit 99.1 and Exhibit 99.2, respectively.
Click above link to read the complete filing…
dukeb
3 months ago
Exactly one month ago today, during Rory's comments about the 2024 10-K
To avoid this awful outcome, we developed a unique strategy to utilize Reg A to structure our capitalize raise initiatives and avoid the predatory hedge-fund investors, allowing us to issue straight common shares, priced at-the-market, with no warrant coverage, and no investment banking fees. This financing vehicle, unique for publicly-traded companies, among other financing strategies, allowed us to pay-off all of our debt, redeem all of the previously issued preferred shares, completely restructure our balance sheet, padding it with cash, taking shareholder equity from almost $2 million negative in June 2023 to more than $16 million positive in December 2024, and giving us a cash runway, conservatively assuming zero revenue growth, well into 2028 and beyond.
So blare the trumpets for redeeming all the previously issue preferred shares and then 31 days later issue new preferred shares.
And the cash that was sufficient to cover needs for 3+ years isn't sufficient any longer. Sounds like someone granted himself a big bonus again!
jobynimble
3 months ago
8-K filing: https://www.sec.gov/ix?doc=/Archives/edgar/data/1566610/000164117225006232/form8-k.htm
Item 1.01 Entry into a Material Definitive Agreement.
On April 22, 2025, Verb Technology Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”). Pursuant to the Securities Purchase Agreement, the Company and Investor agreed that the Company shall sell and the Investor agreed to purchase 5,000 shares of the Company’s newly designated Non-Convertible, Non-Voting Series D Preferred Stock (the “Shares”) for a total purchase price of $5,000,000 (the “Purchase Price”). The Shares have no voting rights and a face value of $1,200 per share. The sale of the Shares was consummated on April 22, 2025.
The Company intends to use the proceeds for general corporate purposes. The Securities Purchase Agreement contains customary representations and warranties from the Company, on the one hand, and the Purchaser, on the other.
The description of the Securities Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement attached as Exhibit 10.1 hereto. A summary of the rights and preferences of the Certificate of Designation of the Shares is disclosed below and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation attached as Exhibit 3.1 hereto.
Item 3.02. Unregistered Sales of Equity Securities.
The sale of the Series D Preferred Stock pursuant to the Securities Purchase Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder.
The information contained in Items 1.01 and 5.03 of this Current Report on Form 8-K regarding the sale of the Series D Preferred Stock, the Securities Purchase Agreement and the terms of the Series D Preferred Stock is hereby incorporated by reference into this Item 3.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 23, 2025, the Company filed a certificate of designation of preferences and rights (the “Certificate of Designation”) of Series D Non-Convertible Preferred Stock (the “Series D Preferred Stock”), with the Secretary of State of Nevada, designating 7500 shares of non-convertible preferred stock, par value $0.0001 of the Company, as Series D Preferred Stock. Each share of Series D Preferred Stock shall have a stated face value of $1,200.00 (“Stated Value”).
Each share of Series D Preferred Stock shall accrue a rate of return on the Stated Value at the rate of 9% per year, compounded annually to the extent not paid as set forth in the Certificate of Designation, and to be determined pro rata for any fractional year periods (the “Preferred Return”). The Preferred Return shall accrue on each share of Series D Preferred Stock from the date of its issuance, and shall be payable or otherwise settled as set forth in the Certificate of Designation.
The Preferred Return shall be payable on a quarterly basis, within five Business Days (as defined in the Certificate of Designation) of the end of each calendar quarter, either in cash or via the issuance to the applicable Series D Holder of an additional number of shares of Series D Stock equal to (i) the Preferred Return then accrued and unpaid, divided by (ii) the Stated Value, with the election as to payment in cash or via the issuance of additional shares of Series D Stock to be determined in the discretion of the Corporation. In the event that the Corporation elects to pay any Preferred Return via the issuance of shares of Series D Stock, no fractional shares of Series D Stock shall be issued, and the Corporation shall pay in cash the Preferred Return that would otherwise be payable via the issuance of a fractional share of Series D Stock.
Subject to the terms and conditions set forth in the Certificate of Designation, at any time the Corporation may elect, in the sole discretion of the Board, to redeem in whole or in part, the Series D Stock then issued and outstanding from all of the Series D Holders (a “Corporation Optional Redemption”) by paying to the applicable Series D Holders an amount in cash equal to the Series D Preferred Liquidation Amount then applicable to such shares of Series D Stock being redeemed in the Corporation Optional Redemption (the “Redemption Price”).
The Series D Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series D Preferred Stock or as otherwise required by applicable law.
This description of the Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation attached as Exhibit 3.1 hereto.
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