Item
8.01 Other Events.
Due
to the outbreak of coronavirus disease 2019 (“COVID-19”), Verb Technology Company, Inc. (the “Company”)
is filing this current report on Form 8-K to avail itself of an extension to file its Annual Report on Form 10-K for the period
ended December 31, 2019 (the “Annual Report”), originally due on March 30, 2020, relying on an order issued by the
United States Securities and Exchange Commission (the “SEC”) on March 4, 2020 pursuant to Section 36 of the Securities
Exchange Act of 1934, as amended (Release No. 34-88318) regarding exemptions granted to certain public companies.
In
particular, on March 19, 2020, California Governor Gavin Newsome issued an executive order requiring all California residents
to stay home making it the first state to impose that strict mandate on all residents to counteract a looming surge of new infections.
The Company’s executive offices are located in Newport Beach, CA. The order which took effect immediately on the date issued,
is to remain in place “until further notice.” Californians are not allowed to leave home except for essential purposes.
The Governor’s order comes with misdemeanor penalties for anyone who violates the restrictions.
This
order prohibits access to the Company’s facilities resulting in limited support from its staff, key personnel and professional
advisors. This has, in turn, delayed the Company’s ability to complete its audit and prepare the Annual Report.
Based
on the foregoing, the Company expects to make use of the 45-day extension period provided by SEC Release No. 34-88318 to delay
filing its Annual Report. The Company will file its Annual Report by no later than May 14, 2020, 45 days after the original due
date of its Annual Report.
In
addition, the Company is supplementing the risk factors previously disclosed in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2018 with the following risk factor:
Natural
disasters and other events beyond our control could materially adversely affect us.
Natural
disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global
economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters,
fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response
plans, such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand
for our services. In December 2019, a novel strain of coronavirus, COVID-19, was reported
in Wuhan, China. The World Health Organization has since declared the outbreak to constitute a pandemic. The extent of the impact
of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread
of the outbreak, impact on our customers and our sales cycles, impact on our customer, employee or industry events, and effect
on our vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our
financial condition or results of operations is uncertain. Due to our subscription-based business model, the effect of COVID-19
may not be fully reflected in our results of operations until future periods, if at all. If the COVID-19 outbreak continues
to spread, we may need to limit operations or implement limitations, including work from home policies. There is a risk that other
countries or regions may be less effective at containing COVID-19, or it may be more difficult to contain if the outbreak reaches
a larger population or broader geography, in which case the risks described herein could be elevated significantly.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain statements of a forward-looking nature relating to future events or future business
performance. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,”
“intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions.
Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only
as of the date they are made. With the exception of historical information, the matters discussed in this Current Report on Form
8-K including, without limitation, the Company’s expectation to make use of the 45-day extension period provided by SEC
Release No. 34-88318 to delay filing its Annual Report; the Company’s plan to file the Annual Report no later than May 14,
2020; and the Company’s beliefs regarding the risks COVID-19 poses to its operations are forward-looking statements and
considerations that involve a number of risks and uncertainties. The actual future results of the Company could differ from those
statements. Factors that could cause or contribute to such differences include, but are not limited to, adverse domestic and foreign
economic and market conditions; changes in domestic and foreign governmental regulations and policies; and other events, factors
and risks. The Company undertakes no obligation to update any forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond the Company’s control. Actual results or outcomes may differ materially
from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed
in more detail in the Company’s reports filed with the SEC.