SCHEDULE: Verb Tech Director Resigns Amid Share Dilution

James P. Geiskopf has resigned as a director of Verb Technology Company, Inc. following a significant share issuance that diluted his beneficial ownership to 1.32%.

Summary

• James P. Geiskopf, a reporting person, filed an Amendment No. 2 to Schedule 13D, serving as his final amendment and exit filing.
• The filing updates beneficial ownership percentage in Verb Technology Company, Inc. due to a recent transaction by the issuer, not a sale by Geiskopf.
• On August 7, 2025, Verb Technology Company, Inc. completed a transaction issuing 57,425,254 shares of Common Stock and 1,276,863 pre-funded warrants to institutional investors.
• Following this transaction, the company's outstanding common stock increased to 60,538,922 shares as of August 8, 2025.
• James P. Geiskopf now beneficially owns 801,616 shares, representing 1.32% of the outstanding common stock.
• In connection with the transaction, James P. Geiskopf resigned as a director of the issuer.

Sentiment

Score: 4

Explanation: The filing indicates significant shareholder dilution due to a large share issuance and the resignation of a director, which are generally negative events for existing shareholders, despite the capital raise providing liquidity to the company.

Positives

• The company successfully completed a capital raise by issuing shares and warrants to institutional investors, which provides liquidity.

Negatives

• Significant dilution for existing shareholders due to the issuance of 57,425,254 shares and 1,276,863 pre-funded warrants.
• A director, James P. Geiskopf, resigned from the board.

Risks

• Shareholder dilution from the recent issuance of common stock and pre-funded warrants.
• Potential impact on corporate governance due to the resignation of a director.

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Significant dilution of existing shareholdings due to the large issuance of new shares and warrants.
• Management/Board: Resignation of a director, James P. Geiskopf, impacts board composition.

Next Steps

• This Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person, James P. Geiskopf.

Key Dates

Recommendation

The filing primarily details a significant dilutive capital raise and a director's resignation. While the capital raise provides the company with funds, the substantial increase in outstanding shares negatively impacts existing shareholder value. The director's departure also introduces uncertainty. Without further information on the company's use of proceeds, financial performance, or strategic direction, a 'hold' recommendation is prudent, advising investors to monitor future developments.

Keywords

Verb Technology Company, Inc., VERB, Schedule 13D, beneficial ownership, share issuance, dilution, director resignation, capital raise, common stock, pre-funded warrants