SCHEDULE: Kingsway Group Boosts Verb Tech Stake, Shifts Strategy to TON

Manuel Stotz and Kingsway Capital Partners have increased their beneficial ownership in Verb Technology Company to 19.93%, signaling a strategic shift towards acquiring Toncoin for treasury management.

Summary

• Manuel Stotz and Kingsway Capital Partners Limited (KCPL), along with several associated funds, have filed an Amendment No. 1 to their Schedule 13D, disclosing increased beneficial ownership in Verb Technology Company, Inc.
• The reporting persons collectively beneficially own 12,021,720 shares of Common Stock, representing approximately 19.93% of the 60,321,341 shares outstanding as of August 18, 2025.
• This acquisition occurred on August 7, 2025, through a Subscription Agreement dated August 3, 2025, for an aggregate purchase price of approximately $118,141,377.
• The transaction also included a pre-funded warrant to purchase an additional 401,133 shares of Common Stock.
• The aggregate gross proceeds from the overall transaction were approximately $558 million.
• Net proceeds are intended for Verb Technology Company, Inc. to purchase Toncoin (TON), the native cryptocurrency of The Open Network (TON) blockchain, and for working capital and general corporate purposes.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment and a clear new direction for the company, backed by substantial capital. The appointment of a new Chairman with a defined vision for cryptocurrency integration could be viewed positively by investors seeking exposure to digital assets. However, the inherent volatility and risks associated with cryptocurrency investments temper the overall sentiment.

Positives

• Significant investment by a strategic investor (Kingsway Capital Partners and Manuel Stotz) demonstrates confidence in Verb Technology Company.
• The capital raise of approximately $558 million provides substantial funds for strategic initiatives and working capital.
• Appointment of Manuel Stotz as Chairman brings new leadership and a clear strategic direction towards cryptocurrency asset acquisition.

Risks

• The new capital allocation strategy to purchase Toncoin (TON) introduces exposure to cryptocurrency market volatility.
• Reliance on assessing market opportunities and debt/equity funding sources for TON acquisition implies potential financing and market execution risks.

Future Outlook

The Issuer, under the new Chairman Manuel Stotz, intends to establish a new capital allocation strategy focused on purchasing Toncoin (TON) as an asset for its treasury management program. This will involve assessing market opportunities for TON acquisition and exploring various debt and equity funding sources.

Management Comments

• Mr. Stotz intends to establish a new capital allocation strategy to purchase TON as an asset in the Issuer's treasury management program.
• Mr. Stotz, as Chairman of the Issuer, intends to work with the Issuer to assess market opportunities to acquire TON and assess debt and equity funding sources for the acquisition of TON.

Industry Context

This filing indicates a significant strategic pivot for Verb Technology Company, moving from its previous business focus towards a treasury management program centered on cryptocurrency, specifically Toncoin. This aligns with a broader trend of companies exploring digital assets for treasury management, though it represents a more aggressive shift than typically seen, potentially positioning Verb Technology Company as a crypto-centric entity rather than a traditional tech company. This move could attract investors interested in the intersection of traditional markets and the burgeoning blockchain ecosystem, particularly those following The Open Network (TON) developments.

Comparison to Industry Standards

• The strategic shift to holding a significant amount of cryptocurrency like Toncoin in treasury management is comparable to MicroStrategy's strategy of accumulating Bitcoin, which has become a defining characteristic of their investment thesis.
• While MicroStrategy primarily focuses on Bitcoin, Verb Technology's focus on Toncoin suggests a belief in the specific growth potential of The Open Network ecosystem, differentiating its approach within the crypto-treasury space.
• The substantial capital raise of $558 million for this purpose is a significant commitment, similar in scale to some larger corporate crypto acquisitions, indicating a serious intent rather than a speculative minor allocation.

Management Changes

Stakeholder Impact

• Shareholders: Existing shareholders will experience a significant shift in the company's strategic focus towards cryptocurrency assets, potentially altering the company's risk profile and investment appeal. The capital raise and new leadership could be seen as positive for growth, but the shift to crypto introduces new market risks.
• Management/Employees: The appointment of a new Chairman and a new strategic direction may lead to organizational changes or a re-prioritization of internal resources to align with the new focus on cryptocurrency.

Next Steps

• Verb Technology Company, Inc. will use net proceeds to purchase Toncoin (TON) and for working capital/general corporate purposes.
• Manuel Stotz, as Chairman, will work with the Issuer to assess market opportunities to acquire TON.
• Manuel Stotz will assess debt and equity funding sources for the acquisition of TON.

Key Dates

Recommendation

The filing reveals a substantial strategic pivot for Verb Technology Company, backed by a significant capital injection and new leadership. While the move into Toncoin offers exposure to a high-growth, albeit volatile, asset class, the success of this new strategy is unproven. Investors should 'hold' to observe the execution of this new capital allocation strategy and its impact on the company's financial performance and market positioning before making further investment decisions. The inherent risks of cryptocurrency exposure warrant caution despite the potential upside.

Keywords

Verb Technology Company, Kingsway Capital Partners, Manuel Stotz, Schedule 13D, Beneficial Ownership, Toncoin, TON blockchain, Cryptocurrency Investment, Strategic Shift, Capital Allocation, SEC Filing, Corporate Governance, Investment Management