Thanks for the info. Just sorting some things out.
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Posted On: 10/04/2021 7:14:22 PM
Thanks for the info. Just sorting some things out. Multiple pieces to this puzzle.
SEC Filing:
On August 20, 2021 , Verb Technology Company, Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Truist Securities, Inc. (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $18,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”), through the Sales Agent.
" The Company has no obligation to sell any of the Placement Shares , and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. "
https://www.sec.gov/ix?doc=/Archives/edgar/da...orm8-k.htm
PR:
AUGUST 24, 2021 8:30AM EDT - VERB Engages Truist Securities to Advance its Acquisition Strategy
https://ir.verb.tech/news-events/press-releas...cquisition
SEC Filing:
"On October 2, 2021 , Verb Technology Company, Inc. (the “Company”) delivered written notice to Truist Securities, Inc. (“Truist”) to terminate the At-The-Market Issuance Sales Agreement entered into between the Company and Truist (the “Sales Agreement”) and instructing them to cease offers or sales of Placement Shares (as defined in the Sales Agreement) immediately."
https://www.sec.gov/ix?doc=/Archives/edgar/da...orm8-k.htm
"instructing them to cease offers or sales of Placement Shares (as defined in the Sales Agreement) immediately."
So wasn't suspended, but terminated
43 days later
Something else that jumped out at me.
Was the written noticed sent via fax, USPS, UberDocs or other means on Saturday
Decision likely happened during the week, communicated on Friday and the termination in the mail Saturday so it would be received in Atlanta, Georgia and effective today. But Truist Securities could have been verbal asked to stop last week. The written notice wouldn't have been effective anyway until close of business today, but clearly there was an effect on the sp.
What nobody would know unless they read the agreement is it was for 2 years or until all the shares were sold in which case it would automatically terminate which it didn't. Because they gave notice you now know there is no chance all the shares were sold.
What also may not be obvious to all is Verb tells Truist Securities when to sell shares. They just don't go off and sell $18M worth as fast as they can. Now did they sell any of them, we don't know yet.
What we do know is...
Short volume ratio was just above 63% Friday which is the highest I remember until today it was at 64.53%
Currently fintel shows no shares to borrow
In the last 3 trading days, Verb is up 33%. That is a lot.
Often you see a penny stock go up or down without any business reason or tangible connection. Here you have the sp linked to a clear event. We'll two when you include VerbLIT
People can asked their financial advisor what happens when there are no more shares to borrow. Or reddit if you believe in getting your financial advice off of message board, which I don't.
Ergo, those who short 'our' company, while a minority, would constitute an escalating probability of disaster for themselves especially given the history of the meme gang and what they can do
Now one question remains, why did Verb terminate the MDA or did both of them do it?
Verb did it immediately and not 10 days which should give one some clues and narrow things down as there are 10 days out in the agreement as well.
There are a number of reasons why Truist Securities could bag out. Just a few that I can see on the Verb side
a.) by mutual agreement of the parties
“We have engaged Truist Securities in connection with one of those opportunities . Truist Securities has a deep bench of professionals with proven industry knowledge, and we are confident we will receive the best strategic and transactional advice as we continue to execute this facet of our growth plans to create value for our shareholders.”
Did something 'interesting' happen with that one opportunity where you know longer need to raise capital for an acquisition or to bridge until profitable?
b.) Agent declines any commercially reasonable placement notice pursuant to Section 2(a)
"the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which must be evidenced by a written notice to the individuals from the Company set forth on Schedule 3 within two (2) Business Days after receipt of such Placement Notice; "
As I mentioned, Verb decides how much to sell and also sets a minimum price. Wouldn't seem like Truist Securities wouldn't want to sell and take their 3% cut. After all, eventually 3% of $18M is over 1/2 million beans so nothing to sneeze at.
So my vote would be for - by mutual agreement of the parties
Read the filings and make your own determinations and investment decisions
Should be an interesting week as I think there is more to this story
SEC Filing:
On August 20, 2021 , Verb Technology Company, Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Truist Securities, Inc. (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $18,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”), through the Sales Agent.
" The Company has no obligation to sell any of the Placement Shares , and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. "
https://www.sec.gov/ix?doc=/Archives/edgar/da...orm8-k.htm
PR:
AUGUST 24, 2021 8:30AM EDT - VERB Engages Truist Securities to Advance its Acquisition Strategy
https://ir.verb.tech/news-events/press-releas...cquisition
SEC Filing:
"On October 2, 2021 , Verb Technology Company, Inc. (the “Company”) delivered written notice to Truist Securities, Inc. (“Truist”) to terminate the At-The-Market Issuance Sales Agreement entered into between the Company and Truist (the “Sales Agreement”) and instructing them to cease offers or sales of Placement Shares (as defined in the Sales Agreement) immediately."
https://www.sec.gov/ix?doc=/Archives/edgar/da...orm8-k.htm
"instructing them to cease offers or sales of Placement Shares (as defined in the Sales Agreement) immediately."
So wasn't suspended, but terminated
43 days later
Something else that jumped out at me.
Was the written noticed sent via fax, USPS, UberDocs or other means on Saturday
Decision likely happened during the week, communicated on Friday and the termination in the mail Saturday so it would be received in Atlanta, Georgia and effective today. But Truist Securities could have been verbal asked to stop last week. The written notice wouldn't have been effective anyway until close of business today, but clearly there was an effect on the sp.
What nobody would know unless they read the agreement is it was for 2 years or until all the shares were sold in which case it would automatically terminate which it didn't. Because they gave notice you now know there is no chance all the shares were sold.
What also may not be obvious to all is Verb tells Truist Securities when to sell shares. They just don't go off and sell $18M worth as fast as they can. Now did they sell any of them, we don't know yet.
What we do know is...
Short volume ratio was just above 63% Friday which is the highest I remember until today it was at 64.53%
Currently fintel shows no shares to borrow
In the last 3 trading days, Verb is up 33%. That is a lot.
Often you see a penny stock go up or down without any business reason or tangible connection. Here you have the sp linked to a clear event. We'll two when you include VerbLIT
People can asked their financial advisor what happens when there are no more shares to borrow. Or reddit if you believe in getting your financial advice off of message board, which I don't.
Ergo, those who short 'our' company, while a minority, would constitute an escalating probability of disaster for themselves especially given the history of the meme gang and what they can do
Now one question remains, why did Verb terminate the MDA or did both of them do it?
Verb did it immediately and not 10 days which should give one some clues and narrow things down as there are 10 days out in the agreement as well.
There are a number of reasons why Truist Securities could bag out. Just a few that I can see on the Verb side
a.) by mutual agreement of the parties
“We have engaged Truist Securities in connection with one of those opportunities . Truist Securities has a deep bench of professionals with proven industry knowledge, and we are confident we will receive the best strategic and transactional advice as we continue to execute this facet of our growth plans to create value for our shareholders.”
Did something 'interesting' happen with that one opportunity where you know longer need to raise capital for an acquisition or to bridge until profitable?
b.) Agent declines any commercially reasonable placement notice pursuant to Section 2(a)
"the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which must be evidenced by a written notice to the individuals from the Company set forth on Schedule 3 within two (2) Business Days after receipt of such Placement Notice; "
As I mentioned, Verb decides how much to sell and also sets a minimum price. Wouldn't seem like Truist Securities wouldn't want to sell and take their 3% cut. After all, eventually 3% of $18M is over 1/2 million beans so nothing to sneeze at.
So my vote would be for - by mutual agreement of the parties
Read the filings and make your own determinations and investment decisions
Should be an interesting week as I think there is more to this story
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