$10M added to Market's GMV net percentage of which would be revenue. Reducing the team from 94 to 20 by transferring 74 can turn Verb into cash flow positive. $6.5M through the asset purchase agreement (APA) ensures Verb doesn't need no stinking capital markets for operations or to continue to acquire synergistic technology.

Quote:

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The Target’s unaudited financial statements indicate that for the year-ended December 31, 2022, the Target generated transactions totaling approximately $9.5M in gross merchandise value (“GMV”) and was cash-flow positive. It was represented that the GMV was generated by the Target’s approximately 70,000 current active subscribers, each of whom receive daily auto-generated communications from the Target about the preferred brands and products the subscribers selected at sign-up, available for sale each day. Subject to the successful completion of the Acquisition, it is our intention to incorporate the Target’s technology and operations into MARKET.live, so that the transactions that comprise the Target’s GMV will be facilitated on and through our MARKET.live platform, potentially at higher margins. Potential corollary benefits of the transaction include the exposure of the MARKET.live shoppable entertainment programming to the Target’s 70,000 subscribers, possibly driving additional sales, among other benefits, including paid ads and sponsorships. Consideration for the proposed Acquisition will be a combination of cash and stock, structured as a seller note payable over 24 months; payments are subject to actual cash receipts as represented by the seller.

Closing of the proposed Acquisition is subject to a number of preconditions, including definitive closing documents, further price negotiation based on a mutually selected fairness opinion/valuation expert, further due diligence, and an audit, among other things, and as a result, there can be no assurance that the Acquisition will be completed or if completed, that it will be done on the terms currently contemplated by the parties. We are also actively pursuing other possible acquisitions and partnerships to accelerate growth, which we will disclose at the appropriate time.

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