SCHEDULE: Verb Tech CEO's Stake Diluted to 1.5% Post-Issuance

Verb Technology Company's CEO, Rory J. Cutaia, now beneficially owns 1.5% of the company's common stock following a significant share issuance to institutional investors.

Summary

• Rory J. Cutaia, CEO of Verb Technology Company, Inc., beneficially owns 889,065 shares of common stock.
• This represents 1.5% of the company's outstanding shares.
• The percentage is calculated based on 60,538,870 shares outstanding as of August 7, 2025, plus 1,303 shares from exercisable options.
• The company completed a transaction on August 7, 2025, issuing 57,425,254 shares of common stock and 1,276,863 pre-funded warrants to institutional investors.
• This filing is Amendment No. 6 and serves as a final amendment and exit filing for the reporting person due to the change in outstanding shares.

Sentiment

Score: 6

Explanation: The filing reports a completed capital raise, which is generally positive for a company's financial stability, but it also highlights significant dilution for existing shareholders, including the CEO's stake. The CEO's stake reduction to 1.5% and the exit filing status could be viewed neutrally to slightly negative from a governance perspective, but the capital raise itself is a positive event for the company's operations.

Positives

• The company successfully completed a significant capital raise by issuing shares and pre-funded warrants to institutional investors, which can strengthen its financial position.

Negatives

• The reporting person's beneficial ownership percentage decreased to 1.5% due to significant share dilution from the new issuance, indicating a substantial increase in the total outstanding shares.

Risks

• Significant dilution of existing shareholders due to the issuance of 57,425,254 shares of common stock and 1,276,863 pre-funded warrants.

Future Outlook

NA

Industry Context

This capital raise suggests the company is seeking to strengthen its balance sheet or fund operations/growth. Such issuances are common for smaller, growth-oriented technology companies, especially if they are not yet profitable or require significant investment. The dilution impact is typical for such funding rounds.

Stakeholder Impact

• Shareholders: Existing shareholders experienced significant dilution due to the large issuance of new shares and warrants.
• Company: The company likely gained significant capital from the issuance, improving its financial position for operations or growth initiatives.

Key Dates

Recommendation

The filing primarily details a completed capital raise and its impact on a specific insider's ownership percentage. While the capital raise itself provides funding for the company, the significant dilution for existing shareholders is a notable factor. Without further information on the company's financial performance, strategic use of the raised capital, or market valuation, a 'hold' recommendation is appropriate. The dilution could put downward pressure on the stock, but the capital infusion could also stabilize the company. Investors should await further operational updates.

Keywords

Verb Technology Company, Rory J. Cutaia, SEC Filing, Schedule 13D, Beneficial Ownership, Common Stock, Share Dilution, Capital Raise, Institutional Investors, Pre-funded Warrants