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VERB closed a private placement (PIPE) on 7-Aug-25, issuing 57.4 M common shares at $9.51 and 1.28 M pre-funded warrants at $9.5099, raising $558 M gross. Roughly one-third of investors accepted 6- to 12-month lock-ups. Net proceeds will be deployed primarily to purchase Toncoin and for working capital, signalling a pivot to a TON-treasury strategy.

The company signed a 20-year Advisory Services Agreement with Kingsway Capital (controlled by new Executive Chair Manuel Stotz): a $3 M set-up fee plus an annual fee equal to 2 % of market cap, payable in cash or Toncoin. Kingsway also invested about $118 M in the PIPE.

Governance overhaul: three directors resigned; five new members joined, expanding the board to five. Veronika Kapustina (ex-Morgan Stanley banker) became CEO and Sarah Olsen CFO/COO; both receive $850 K base salaries, equity equal to 2 % of fully-diluted shares (time- and performance-vested), and annual bonuses targeted at 100 % of salary. Former CEO Rory Cutaia remains with the social-commerce unit.

Capital structure changes include withdrawal of Series A-D preferred designations and disclosure of 60.54 M shares outstanding. A press release announcing the financing was issued on 8-Aug-25.

Verb Technology (VERB) Q2-25 10-Q highlights

Top-line growth accelerated: Q2 revenue jumped to $2.1 million from just $37 thousand a year ago as the firm pivots from legacy SaaS to four newer units鈥擬ARKET.live livestream shopping, newly acquired LyveCom AI video-commerce, Go Fund Yourself crowd-funding, and tele-health sites VanityPrescribed/GoodGirlRX. Six-month revenue reached $3.4 million versus $44 thousand last year.

Total operating costs rose to $5.1 million, yielding a Q2 operating loss of $2.9 million and net loss to common of $2.5 million (-$1.79/share). H1 net loss narrowed 6 % to $5.0 million.

Liquidity remains adequate but trending lower: cash + restricted cash ended at $5.2 million and short-term investments at $5.1 million, or ~$10.3 million total, after a $3.4 million operating cash burn year-to-date. The company raised $5 million via 5,000 Series D preferred shares in April (9 % annual return) and fully redeemed them on 1-Aug-25.

Balance sheet additions include $5.2 million goodwill and $1.1 million intangibles from the April LyveCom acquisition plus a $0.6 million earn-out liability. Capitalized software stands at $2.6 million. Stockholders鈥� equity improved to $19.3 million (vs. $16.0 million YE-24) on equity issuances; 1.90 million common shares were outstanding at 1-Aug-25.

Management cites TikTok Shop partnerships, the upcoming AI Suite launch and growing issuer demand for Go Fund Yourself. Key risks remain sustained losses, cash burn, share dilution, regulatory uncertainty around digital assets and execution of new business lines.

Rory J. Cutaia, Founder & CEO of Verb Technology (VERB), filed Amendment No. 5 to his Schedule 13D.

Ownership snapshot

• Beneficially owns 889,065 common shares, equal to 28.5 % of the 3,113,616 shares outstanding as of 5 Aug 2025.
• Holds sole voting and dispositive power over all reported shares; no shared power.

Composition of holdings

• Includes 400,000 + 160,000 + 80,000 + 60,000 + 60,000 fully-vested RSUs granted in 2025 under a 31 Oct 2024 Corporate Action, Change-of-Control & Extraordinary Performance Agreement.
• Also includes 126,855 vested RSUs, 907 common shares, and 1,303 option shares exercisable within 60 days.

Future dilution triggers

• The Agreement provides for 40,000鈥�80,000 additional RSUs per quarter through 31 Dec 2025 upon achieving revenue milestones.

Other notable items

• Past option exercises and debt/compensation conversions reduced company liabilities while increasing insider ownership.
• Cutaia states he has no current plans for corporate actions but reserves the right to act later.

Lead director James P. Geiskopf filed Amendment No. 1 to Schedule 13D on 08/05/2025 reporting beneficial ownership of 801,616 VERB common shares, equal to 25.7 % of the 3,113,616 shares outstanding. All voting and dispositive power is held solely by the director.

Highlights of the filing:

• Ownership is comprised primarily of fully-vested equity awards issued between 2019-2025, including 400,000 RSUs tied to a four-year non-compete agreement, 160,000 RSUs, 80,000 RSUs, two blocks of 60,000 RSUs and 40,589 RSUs, plus 858 options exercisable within 60 days.
• Corporate Action, Change-of-Control & Extraordinary Performance Agreement (10/31/2024) permits quarterly issuances of 40,000-80,000 additional RSUs through 12/31/2025 upon meeting revenue milestones.
• No transactions in the issuer鈥檚 stock were executed within the last 60 days.
• The reporting person states no present plan to pursue mergers, asset sales, recapitalisations or other actions listed in Item 4, but reserves the right to do so.

The disclosure signals significant insider concentration and outlines potential future dilution from milestone-based RSU grants.

Verb Technology (VERB) Form 4 filing: On 01 Aug 2025 the company issued CEO/Chairman/10% owner Rory J. Cutaia 400,000 restricted stock units (RSUs), coded 鈥淎鈥� for an acquisition at $0 per share. The award consists of 250,000 RSUs for expanding and extending his non-compete clause and 150,000 RSUs for amending constructive-discharge provisions. All units vested immediately on the grant date.

After the grant, Cutaia鈥檚 direct ownership rose to 887,725 common shares. No derivative securities were reported. The transaction increases insider equity alignment and extends key contractual obligations but is a non-cash, potentially dilutive issuance instead of an open-market purchase.