As filed with the Securities and Exchange Commission on ~~October 20, 2020~~March 31, 2022

(Address, including zip code and telephone number, including area code,
of the registrant’s principal executive ~~offices~~)offices)

Chairman of the Board, Chief Executive Officer, President and Secretary
~~Verb Technology Company, Inc.~~
~~2210 Newport Boulevard, Suite 200~~

(Name, address, including zip code and telephone number, including area code, of the agent for service)

(Approximate date of commencement of proposed sale to the ~~public:~~ ~~From time to time after this registration becomes effective.~~public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, ~~of 1933,~~ other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[X]~~☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ~~[ ]~~☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ~~[ ]~~☐

The ~~Registrant~~registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act ~~of 1933~~ or until the registration statement ~~becomes~~shall become effective on such date as the Securities and Exchange Commission, acting ~~under~~pursuant to said Section 8(a), may determine.

This prospectus relates to the proposed resale by the selling security holders named in this prospectus or their permitted assigns of an aggregate of up to 8,393,387 shares of our common stock, $0.0001 par value per share, or common stock, held by the selling security holders, which amount consists of (i) 5,087,326 shares of common stock outstanding as of the date of this prospectus, (ii) an aggregate of 416,199 shares of common stock issuable upon exercise of common stock purchase warrants, or the Consultant Warrants, issued to a non-U.S. consultant in connection with a private placement of our common stock to certain of our selling security holders, (iii) 247,703 restricted stock units granted pursuant to a Restricted Stock Award Agreement, or the Restricted Stock Agreement, and (iv) an aggregate of 2,642,159 shares of our common stock which will be issued by us in the future from time to time to those of our selling security holders that are holders of Class B Units, or the LLC Units, of our wholly owned subsidiary, Verb Acquisition Co., LLC, or Verb Acquisition, under an exchange agreement among the holders of LLC Units, or LLC Unitholders, and us pursuant to which the LLC Unitholders may exchange their LLC Units for shares of our common stock on a one-for-one basis~~. See “Selling Security Holders.”~~

We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling security holders. The selling security holders will bear all commissions and discounts, if any, attributable to the sale of the shares of common stock. We will bear all costs, expenses and fees in connection with the registration of the shares of common stock.

The shares of common stock may be sold by the selling security holders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus entitled “Plan of Distribution” on page 15. For a list of the selling security holders you should refer to the section of this prospectus entitled “selling security holders” on page 10.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

~~Our common stock is listed on The Nasdaq Capital Market under the symbol “VERB.” The last reported price of our common stock on October 15, 2020, was $1.18 per share.~~

~~Investing in our shares of common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus.~~

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus or a supplement to this prospectus. We have not authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus or the date of any supplement to this prospectus, regardless of the time of delivery of this prospectus or any supplement to this prospectus or any sale of our shares of common stock. We are not making an offer to sell the shares of common stock, and we are not soliciting an offer to buy the shares of common stock, in any jurisdiction where the offer is not permitted.

This prospectus relates to the resale by the selling security holders of up to 8,393,387 shares of common stock, as described below under “Selling Security Holders.” We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling security holders.

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC. It omits some of the information contained in the registration statement and reference is made to the registration statement for further information with regard to us and the securities being offered by the selling security holders. You should review the information and exhibits in the registration statement for further information about us and the securities being offered hereby. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to the filings. You should review the complete document to evaluate these statements.

You should read this prospectus, any documents that we incorporate by reference in this prospectus and the additional information described below under “Where You Can Find Additional Information” and “Incorporation of Certain Information By Reference” before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer, sale or ~~sale~~solicitation is not permitted.

We may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, debt securities, warrants and/or units having an aggregate initial offering price not to exceed $100,000,000. The preferred stock may be convertible into or exchangeable for shares of our common stock, other shares of our preferred stock or warrants. The debt securities may be convertible into or exchangeable for shares of our common stock, shares of our preferred stock, warrants or other debt securities. The warrants may be exercisable for shares of our common stock, shares of our preferred stock, debt securities and/or units. Each unit will be comprised of two or more of the other securities described in this prospectus in any combination, which may or may not be separable from one another.

This prospectus provides a general description of the securities we may offer. Each time we sell a particular class of securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference herein or therein, carefully before you invest in any of the securities offered pursuant to this prospectus.

This prospectus may not ~~assume~~be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.

These securities may be sold directly by us, through agents designated from time to time, to or through underwriters or dealers, or through a combination of these methods on a continuous or delayed basis. For additional information on the methods of sale, refer to the section entitled “Plan of Distribution.” We will describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities with respect to which this prospectus is being delivered, we will set forth in a prospectus supplement the names of such agents, underwriters or dealers and any applicable fees, commissions, discounts and over-allotment options. We will also set forth in a prospectus supplement the price to the public of such securities and the net proceeds we expect to receive from such sale.

Our common stock is listed on The Nasdaq Capital Market under the symbol “VERB.” On March 30, 2022, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.99 per share.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THE RISKS AND UNCERTAINTIES DESCRIBED IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS, AS WELL AS THE RISKS AND UNCERTAINTIES DESCRIBED UNDER A SIMILAR HEADING IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS WE INCORPORATE BY REFERENCE HEREIN OR THEREIN.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. By using a shelf registration process, we may offer and sell any combination of the securities described in this prospectus from time to time in one or more offerings with an aggregate initial offering price not to exceed $100,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we offer or sell any of our securities under this prospectus, we will provide specific terms of the securities offered in a supplement to this prospectus.

We may add, update or change any of the information contained in this prospectus or in any accompanying prospectus supplement we may authorize to be delivered to you. To the extent there is a conflict between the information contained in this prospectus and any accompanying prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any ~~documents we incorporate~~prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. This prospectus, together with any accompanying prospectus supplement, includes all material information relating to an offering pursuant to this registration statement.

You should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document incorporated by reference herein or therein. We have not authorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to you. The information contained in this prospectus, in any applicable prospectus supplement, and in the documents incorporated by reference herein or therein, is accurate only as of ~~any date other than~~ the date ~~on the front of~~ such ~~document.~~information is presented. Our business, financial condition, results of operations and future prospects may have changed since those respective dates.

This prospectus and any accompanying prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus and any accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered pursuant to this prospectus. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The registration statement can be read on the SEC’s website referenced within the section entitled “Where You Can Find More Information.”

~~Revenue Generation~~

~~We generate revenue from the following sources:~~

	●	~~recurring subscription fees paid by enterprise users and affiliates;~~
	●	~~recurring subscription fees paid by non-enterprise, small business, and individual users;~~
	●	~~recurring subscription fees paid by users who access in-app purchases of various premium services, features, functionality, and upgrades;~~
	●	~~recurring subscription fees paid by users who access in-app purchases of third-party software provider apps in our forthcoming app store;~~
	●	recurring subscription fees paid by users of Salesforce, Microsoft, Oracle/NetSuite, and Adobe/Marketo, among others with whom we have executed partnership agreements, for access to our applications that we intend to integrate into these platforms, including recurring subscription fees paid by users who subscribe to bundled service offerings from these partners and/or their respective value-added resellers;
	●	~~recurring subscription fees paid by users for all of the foregoing products and services generated through our recently launched Japan operations;~~
	●	~~recurring subscription fees paid by users generated through our forthcoming reseller and affiliate distribution programs; and~~
	●	~~fees paid by enterprise clients for non-digital products and services through our Range Printing venture.~~

Corporate Information

We are a Nevada ~~corporation that was incorporated in February 2005.~~corporation. Our principal executive and administrative offices are located at ~~2210 Newport Boulevard, Suite 200, Newport Beach, California 92663,~~782 South Auto Mall Drive, American Fork, Utah 84003, and our telephone number is (855) 250-2300. Our ~~Internet~~website address is https://www.verb.tech/. Information provided on or accessed through our website is ~~https://www.verb.tech/. The content~~not incorporated into this prospectus and you should not consider such information in deciding whether to purchase our securities. References in this prospectus to our website are to inactive textual references only.

RISK FACTORS

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the SEC, each of which are incorporated by reference in this prospectus, as well as any amendments or updates to our risk factors reflected in our subsequent filings with the SEC, including in any applicable prospectus supplement. If any of these risks actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that case, the trading price or value of our ~~Internet website does not constitute a~~securities could decline and you might lose all or part of ~~this prospectus.~~your investment. For additional information, refer to the section entitled “Where You Can Find More Information.”

The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition, results of operations and future prospects.

This prospectus and the documents we incorporate by reference in this prospectus contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties mentioned elsewhere in this prospectus. For more information, refer to the section entitled “Cautionary Note Regarding Forward-Looking Information.”

USE OF PROCEEDS

We intend to use the net proceeds we receive from the sale of our securities, and from the exercise of any warrants issued pursuant hereto, for working capital and other general corporate purposes.

We may set forth additional information regarding the anticipated use of proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the specific offering. We have not determined the amount of net proceeds to be used from any specific offering. As a result, our management will have broad discretion in the allocation of the net proceeds.

Pending the use of the net proceeds, we intend to invest the net proceeds in high-quality, short-term interest-bearing obligations, investment-grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

GENERAL DESCRIPTION OF SECURITIES

We may offer and sell, from time to time in one or more offerings, directly or through agents, dealers or underwriters, any combination of common stock, preferred stock, debt securities, warrants and/or units having an aggregate initial offering price not to exceed $100,000,000. The preferred stock may be convertible into or exchangeable for shares of our common stock, other shares of our preferred stock or warrants. The debt securities may be convertible into or exchangeable for shares of our common stock, shares of our preferred stock, warrants or other debt securities. The warrants may be exercisable for shares of our common stock, shares of our preferred stock, debt securities and/or units. Each unit will be comprised of two or more of the other securities described in this prospectus in any combination, which may or may not be separable from one another.

The ~~Offering~~common stock, preferred stock, debt securities, warrants, and units that may be issued hereunder are collectively referred to herein as the securities. This prospectus provides you with a general description of the securities we may offer. Each time we offer or sell any securities under this prospectus, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information in this prospectus. For additional information, refer to the section entitled “About this Prospectus.”

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the section entitled “Risk Factors.”

~~Securities offered by the selling security holders~~	~~8,393,387~~ ~~shares of common stock.~~

~~Common stock outstanding prior to this offering~~	~~46,663,790 shares, as of September 30, 2020.~~

~~Common stock to be outstanding after this offering~~	~~49,969,851 shares, which gives effect to the shares of common stock offered under this prospectus.~~

~~The Nasdaq Capital Market symbol~~	~~VERB~~

~~Use of Proceeds~~	~~We will not receive any of the proceeds from the sale of the shares of common stock being offered under this prospectus. See “Use of Proceeds.”~~

~~Risk Factors~~	There are many risks related to our business, this offering and ownership of the shares of common stock that you should consider before you decide to buy the shares of common stock in this offering. You should read the “Risk Factors” section beginning on page 6 ~~as well as other cautionary statements throughout this prospectus, before investing the shares of common stock.~~

DESCRIPTION OF CAPITAL STOCK

The ~~number~~following is a summary of all material characteristics of our capital stock as set forth in our Articles of Incorporation, as amended and restated (our “Articles of Incorporation”), and our Amended and Restated Bylaws (our “Bylaws”). The summary does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation and our Bylaws, and to certain provisions of the Nevada Revised Statutes (“NRS”). We encourage you to review complete copies of our Articles of Incorporation and our Bylaws. You can obtain copies of these documents by following the directions outlined in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” elsewhere in this prospectus.

Authorized Capital Stock

Our authorized capital stock consists of 200,000,000 shares of common stock, ~~that will be~~$0.0001 par value per share, and 15,000,000 shares of preferred stock, $0.0001 par value per share, of which 6,000 shares have been designated Series A Preferred Stock. As of December 31, 2021, we had 72,942,948 shares of common stock outstanding ~~upon~~and no shares of Preferred Stock outstanding.

Common Stock

All outstanding shares of our common stock are fully paid and nonassessable. The following summarizes the ~~completion~~rights of ~~this offering is based on the 46,663,790 shares outstanding as~~holders of ~~September 30, 2020, and excludes the following:~~our common stock:

	●	~~5,099,038 shares~~a holder of common stock ~~issuable~~is entitled to one vote per share on all matters to be voted upon generally by the ~~exercise~~stockholders and are not entitled to cumulative voting for the election of ~~outstanding stock options as of September 30, 2020, with a weighted-average exercise price of $1.59 per share;~~directors;

	●	~~2,908,530~~subject to preferences that may apply to shares of preferred stock outstanding, the holders of common stock ~~issuable upon vesting~~are entitled to receive lawful dividends as may be declared by our board of ~~restricted stock unit awards as of September 30, 2020, with a weighted-average exercise price of $1.22 per share;~~directors;

	●	~~858,745~~upon our liquidation, dissolution or winding up, the holders of shares of common stock ~~reserved~~are entitled to receive a pro rata portion of all our assets remaining for ~~future issuance under~~distribution after satisfaction of all our ~~2019 Omnibus Incentive Plan, or Incentive Plan, as~~liabilities and the payment of ~~September 30, 2020;~~ any liquidation preference on any outstanding shares of our preferred stock;

	●	~~13,351,251 shares of~~there are no redemption or sinking fund provisions applicable to our common ~~stock issuable upon exercise of warrants to purchase common stock outstanding as of September 30, 2020, with a weighted-average exercise price of $2.50 per share;~~

	●	~~2,187,273 shares of common stock issuable upon conversion of our Series A Convertible Preferred Stock, or Series A Preferred Stock;~~stock; and

	●	~~any additional shares of~~there are no preemptive, subscription or conversion rights applicable to our common ~~stock we may issue from time to time after that date.~~

	~~Unless otherwise indicated, all information in this prospectus assumes the following:~~stock.

Undesignated Preferred Stock

Our board of directors is authorized, without further approval from our stockholders, to create one or more series of preferred stock, and to designate the rights, privileges, preferences, restrictions, and limitations of any given series of preferred stock. Accordingly, our board of directors may, without stockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could have the effect of restricting dividends payable to holders of our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control, all without further action by our stockholders. Further, the ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management.

Anti-Takeover Effects of Nevada Law and Our Articles of Incorporation and Bylaws

Certain provisions of Nevada law, our Articles of Incorporation, and our Bylaws contain provisions that could make the following transactions more difficult: (i) an acquisition by means of a tender offer; (ii) an acquisition by means of a proxy contest or otherwise; or (iii) the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that provide for payment of a premium over the then-current trading price for our shares.

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock. The ability of our board of directors, without action by the stockholders, to issue up to 14,994,000 shares of our currently undesignated preferred stock, with voting or other rights or preferences, could impede the success of any attempt to effect a change of control.

Stockholder Meetings. Our Bylaws provide that a special meeting of stockholders may be called only by the chairman of our board of directors, our chief executive officer, our president, or by a majority of the members of our board of directors.

Stockholder Action by Written Consent. Our Bylaws allow for any action that may be taken at any annual or special meeting of the stockholders to be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Stockholders Not Entitled to Cumulative Voting. Our Bylaws do not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stock may, from time to time, be entitled to elect.

Nevada Business Combination Statutes. The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the NRS, generally prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:

	●	~~no exercise~~the combination was approved by the board of ~~outstanding options and warrants; and~~directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or

	●	~~no conversion~~if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of ~~outstanding~~the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of ~~our Series A Preferred Stock.~~preferred stock, the highest liquidation value of the preferred stock, if it is higher.

A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.

In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

~~RISK FACTORS~~Nevada Control Share Acquisition Statutes. The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

~~Before you invest~~A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in ~~our shares~~its articles of ~~common stock,~~incorporation or bylaws, provided that the opt-out election must be in ~~addition~~place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes, and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.

The effect of the ~~other information, documents or reports incorporated by reference~~Nevada control share statutes is that the acquiring person, and those acting in ~~this prospectus and any prospectus supplement or other offering materials, you should carefully consider~~association with the ~~risk factors~~acquiring person, will obtain only such voting rights in the ~~section entitled “Risk Factors” in any prospectus supplement,~~control shares as ~~well as our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q/A filed with the SEC. Each~~are conferred by a resolution of the ~~risks described in these sections and documents~~stockholders at an annual or special meeting. The Nevada control share statutes, if applicable, could ~~materially and adversely affect our business, financial condition, results~~have the effect of ~~operations and prospects, and could result in a partial or complete loss of your investment.~~discouraging takeovers.

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Amendment of Charter Provisions. The amendment of any of the above provisions would require approval by holders of at least a majority of the total voting power of all of our outstanding voting stock.

~~This prospectus contains forward-looking statements within~~The provisions of Nevada law, our Articles of Incorporation, and our Bylaws could have the ~~meaning~~effect of discouraging others from attempting hostile takeovers. These provisions may also have the ~~federal securities laws, which statements involve substantial risks and uncertainties. All statements, other than statements~~effect of historical facts, included in this prospectus regarding our strategy, future events, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, among others, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “would,” “will,” “should,” “could,” “objective,” “target,” “ongoing,” “contemplate,” “potential” or “continue” or the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in our forward-looking statements. We have included important factorspreventing changes in the ~~cautionary statements included~~composition of our board of directors and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in this prospectus, particularly in the “Risk Factors” section, which could cause actual results or events to differ materially from such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.their best interests.

~~USE OF PROCEEDS~~SoloFire Exchange Agreement

~~All~~In connection with our acquisition of Ascend Certification, LLC, dba SoloFire (“SoloFire”) on September 4, 2020, we entered into an Exchange Agreement with the prior owners of SoloFire whereby we agreed that on or after March 4, 2021, the prior owners of SoloFire can exchange their Class B interests in our acquisition subsidiary, Verb Acquisition Co., LLC, for up to an aggregate of 2,642,159 shares of our common stock.

Equity Line of Credit

On January 12, 2022, we entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Tumim Stone Capital LLC (the “Investor”). Pursuant to the agreement, we have the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $50,000,000 of newly issued shares of our common stock (the “Total Commitment”) from time to time during the term of the agreement, subject to certain limitations and conditions. The Total Commitment is inclusive of 607,287 shares of Common Stock (the “Commitment Shares”), issued to the Investor as consideration for its commitment to purchase shares of Common Stock under the Common Stock Purchase Agreement.

The Common Stock Purchase Agreement initially precludes us from issuing and selling more than 14,747,065 shares of our common stock, including the Commitment Shares and the shares of our common stock ~~offered by this prospectus are being registered~~issuable upon conversion of the Notes (as defined below), which number of shares equals 19.99% of the number of shares of our common stock that was issued and outstanding immediately prior to the execution of the agreement, unless we obtain stockholder approval to issue additional shares, or unless certain exceptions apply. In addition, a beneficial ownership limitation in the agreement initially limits us from directing the Investor to purchase shares of Common Stock if such purchases would result in the Investor beneficially owning more than 4.99% of the then outstanding shares of our common stock (subject to an increase to 9.99% at the Investor’s option upon at least 61 calendar days’ notice).

Unless earlier terminated, the Common Stock Purchase Agreement will automatically terminate upon the earliest of (i) the expiration of the 36-month period following the January 12, 2022, (ii) the Investor’s purchase or receipt of the Total Commitment worth of our common stock, or (iii) the occurrence of certain other events set forth in the agreement. We have the right to terminate the agreement at any time after commencement, at no cost or penalty, upon five trading days’ prior written notice to the Investor. The Investor has the right to terminate the agreement upon five trading days’ prior written notice to us, but only upon the occurrence of certain events set forth in the agreement.

Outstanding Convertible Notes

On January 12, 2022, we also entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the holders named therein (collectively, the “Note Holders”) providing for the ~~account~~sale and issuance of an aggregate original principal amount of $6,300,000 in convertible notes due 2023 (each, a “Note” and, collectively, the ~~selling security holders.~~“Notes”). We ~~will not receive any of the~~received $6,000,000 in gross proceeds from the sale of ~~these shares. We~~the Notes. The Notes bear interest of 6.0% per annum, have ~~agreed~~an original issue discount of 5.0%, mature 12 months from the closing date, and have an initial conversion price of $3.00, subject to ~~pay all costs, expenses~~adjustment in certain circumstances as set forth in the Note.

The Securities Purchase Agreement initially precludes us from issuing and ~~fees relating to the registration~~selling more than 14,747,065 shares of our common stock, including the shares of our common stock ~~covered by this prospectus. The selling security holders will bear all commissions and discounts, if any, attributable~~issuable pursuant to the ~~sale~~Common Stock Purchase Agreement, which number of shares equals 19.99% of the ~~shares.~~number of shares of our common stock that was issued and outstanding immediately prior to the execution of the agreement, unless we obtain stockholder approval to issue additional shares, or unless certain exceptions apply.

~~DIVIDEND POLICY~~Outstanding Warrants

~~We have never paid~~Listed Common Stock Purchase Warrants

Exercisability. The warrants are exercisable immediately upon issuance and at any time during the five-year period following the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).

Cashless Exercise. In the event that a registration statement covering shares of our common stock underlying the warrants is not available for the resale of such shares, the holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated, elect instead to receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the warrant. In no event will we be required to make any cash payments or net cash settlement in lieu of issuing shares of our common stock underlying the warrants.

Exercise Price. The initial exercise price per share of our common stock purchasable upon exercise of the warrants is $3.443. The exercise price is subject to appropriate adjustment in the event of certain stock dividends onand distributions, stock splits stock combinations, reclassifications, or similar events affecting our common stock and ~~do not intend~~also upon any distribution of assets, including cash, stock, or other property to ~~pay cash dividends on~~ our ~~common stock in the foreseeable future. We anticipate that we will retain any earnings for use in the continued development of our business.~~stockholders.

~~We cannot, without~~Transferability. Subject to applicable laws, the ~~affirmative vote~~warrants may be transferred at the option of the holders ~~of a majority~~upon surrender of the then-outstanding shares of Series A Preferred Stock authorize or create any class of stock ranking as to dividends, redemption, or distribution of assets upon a liquidation senior to, or otherwise pari passuwarrants together with the ~~Series A Preferred Stock. Moreover, as long as any shares~~appropriate instruments of Series A Preferred Stock are outstanding, unless the holders of at least 75% in stated value of the then-outstanding shares of Series A Preferred Stock have otherwise given prior written consent, we cannot, directly or indirectly, pay cash dividends or distributions on our common stock.transfer.

~~MARKET INFORMATION FOR OUR COMMON STOCK~~

~~Our common stock is~~Exchange Listing. The warrants are listed on The Nasdaq Capital Market under the symbol ~~“VERB.~~“VERBW.” AsWe cannot provide assurances that a trading market for the warrants will be maintained.

Fundamental Transaction. If, at any time while the warrants are outstanding, (a) we consolidate or merge with or into another corporation and we are not the surviving corporation, (b) we sell, lease, license, assign, transfer, convey, or otherwise dispose of ~~September 30, 2020, we had 172~~all or substantially all of our assets, (c) any purchase offer, tender offer, or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of ~~record~~shares of our common stock ~~based on information provided by our transfer agent. These holders of record include depositories that hold~~are permitted to sell, tender, or exchange their shares ~~of stock for brokerage firms which, in turn, hold shares of stock for numerous beneficial owners. On October 15, 2020, the last reported price~~ of our common stock ~~on The Nasdaq Capital Market was $1.18 per share.~~

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

~~The following table sets forth information regarding beneficial ownership~~for our other securities, cash, or property and has been accepted by the holders of 50% or more of the outstanding shares of our common stock, as(d) we effect any reclassification or recapitalization of ~~September 30, 2020 by:~~

●

~~each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares of common stock;~~

●

~~each of our directors;~~

●

~~each of our named executive officers; and~~

●

~~all of our directors and executive officers as a group.~~

The table is based on information provided to us by our directors, executive officers and principal shareholders. Beneficial ownership is determined in accordance with the rules of the SEC, and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including stock options and warrants that are exercisable within 60 days of September 30, 2020. To our knowledge, except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of our common stock ~~shown as beneficially owned by them. Shares~~or any compulsory share exchange pursuant to which the shares of our common stock ~~underlying derivative~~are converted into or exchanged for other securities, ~~if any, that are currently exercisable~~cash, or ~~exercisable within 60 days after September 30, 2020 are deemed to be outstanding in calculating the percentage ownership of the applicable~~property, or (e) we consummate a stock or share purchase agreement or other business combination with another person or ~~group, but are not deemed to be outstanding as to any~~entity whereby such other person or ~~group. Percentage~~entity acquires more than 50% of ~~beneficial ownership is based on 46,663,790~~the outstanding shares of our common stock ~~outstanding as~~(each, a “Common Stock Purchase Warrant Fundamental Transaction”), then upon any subsequent exercise of the ~~date~~warrants, the holders thereof will have the right to receive the same amount and kind of securities, cash, or property as it would have been entitled to receive upon the occurrence of such Common Stock Purchase Warrant Fundamental Transaction if it had been immediately prior to such transaction, the holder of the ~~table.~~

~~Unless otherwise indicated,~~number of warrant shares then issuable upon exercise of the ~~address~~warrant, and any additional consideration payable as part of ~~each beneficial owner listed in~~ the ~~table below is c/o Verb Technology Company, Inc., 2210 Newport Boulevard, Suite 200, Newport Beach, California 92663.~~

Name and Address of Beneficial Owner(1) Title of Class
Amount and Nature
of
Beneficial Ownership(2)

Percent
of
Class(3)

Rory J. Cutaia Common 4,019,688 (4) 8.5 %
James P. Geiskopf Common 781,733 (5) 1.7 %
Jeffrey R. Clayborne Common 494,343 (6) 1.1 %
Philip J. Bond Common 49,391 (7) *
Kenneth S. Cragun Common 49,391 (7) *
Nancy Heinen Common 4,891 (8) *
Judith Hammerschmidt Common 4,891 (8) *
Chad J. Thomas Common 226,694 (9) *
All directors and executive officers as a group (8 persons) Common 5,631,022 11.8 %
* ~~Less than 1%.~~
~~(1)~~ ~~Messrs. Cutaia, Geiskopf, Bond and Cragun and Mses. Heinen and Hammerschmidt are the directors of our company. Messrs. Cutaia, Thomas and Clayborne are the named executive officers of our company.~~
~~(2)~~ Except as otherwise indicated, we believe that the beneficial owners of the shares of our common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws, where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
~~(3)~~ ~~Percentage of common stock is based on 46,663,790 shares of our common stock issued and outstanding as of September 30, 2020.~~
~~(4)~~ Consists of 3,250,934 shares of our common stock held directly, 240,240 shares of our common stock held by Cutaia Media Group Holdings, LLC (an entity over which Mr. Cutaia has dispositive and voting authority), 54,006 shares of our common stock held by Mr. Cutaia’s spouse (as to which shares, he disclaims beneficial ownership), and 4,500 shares of our common stock held jointly by Mr. Cutaia and his spouse. Also includes 283,333 shares of our common stock underlying stock options held directly and that are exercisable within 60 days of the date of the table (as to which underlying shares, he disclaims beneficial ownership). The total also includes 186,675 shares of our common stock underlying warrants granted to Mr. Cutaia, which warrants are exercisable within 60 days of the date of the table. Excludes 974,525 restricted stock awards that will not vest within 60 days of the date of table. The total also excludes 665,460 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.
~~(5)~~ Includes 593,066 shares of our common stock held directly and 5,333 shares of our common stock held by Mr. Geiskopf’s children. Also includes 183,333 shares of our common stock underlying stock options exercisable within 60 days of the date of the table. Excludes 292,073 restricted stock awards that will not vest within 60 days of the date of the table.
~~(6)~~ Includes 214,801 shares of our common stock held directly. Also, includes 279,542 shares of our common stock underlying stock options that are exercisable within 60 days of the date of the table. Excludes 622,639 restricted stock awards that will not vest within 60 days of the date of the table. The total also excludes 253,343 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.
~~(7)~~ Includes 9,391 shares of our common stock held directly. Also includes 40,000 shares of our common stock underlying stock options exercisable within 60 days of the date of the table. Excludes 146,037 restricted stock awards that will not vest within 60 days of the date of the table. The total also excludes 26,667 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.
~~(8)~~ ~~Includes 4,891 shares of our common stock held directly. Excludes 234,244 restricted stock awards that will not vest within 60 days of the date of the table.~~
~~(9)~~ Includes 137,805 shares of our common stock held directly. Also includes 88,889 shares of our common stock underlying stock options exercisable within 60 days of the date of the table. Excludes 44,444 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.
~~Equity Compensation Plan Information~~transaction.

~~The following table provides information about~~Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, ~~that may be issued upon~~ the ~~exercise~~holder of ~~options, warrants and~~the warrant does not have the rights ~~under all~~or privileges of a holder of our ~~existing equity compensation plans as of December 31, 2019.~~
Plan category
Number of
securities to be
issued upon
exercise
of outstanding
restricted stock
awards,
options, warrants
and rights
(a)

Weighted-average
exercise price of
outstanding
restricted stock
awards, options,
warrants and
rights (b)

Number of
securities
remaining
available for
future issuance
under equity compensation plans
(excluding securities
reflected in column (a))
(c)

Equity compensation plans approved by security holders 2,594,522 $ 1.52 5,662,145
Equity compensation plans not approved by security holders 2,858,462 $ 1.79 -
Total 5,452,984 $ 1.66 5,662,145
~~SELLING SECURITY HOLDERS~~common stock, including any voting rights, until the holder exercises the warrant.

~~This prospectus covers~~2019 Warrants
On August 14, 2019, we entered into a Stock Purchase Agreement (the “SPA”) with certain purchasers named therein (the “Preferred Purchasers”), pursuant to which we agreed to issue and sell an aggregate of 6,000 shares of Series A Preferred Stock to the ~~sale by~~Preferred Purchasers in exchange for gross proceeds of $5,030,000. In connection with the ~~selling security holders of~~offering, we granted warrants to the Preferred Purchasers (the “2019 Warrants”) exercisable for up to ~~8,393,387~~3,245,162 shares of common stock.

~~Common Stock Offering~~
~~On February 5, 2020, we initiated a private placement for the sale and issuance~~As of our common stock at $1.20 per share pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, provided in Section 4(a)(2) thereof, Rule 506 of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder pursuant to the terms of a Subscription Agreement. From February 25, 2020 through May 13, 2020 we issued an aggregate of 4,237,830December 31, 2021, there were 1,462,901 shares of our common stock inunderlying the ~~offering to the investors in the common stock offering.~~2019 warrants, which have a per-share exercise price of $1.10 per share.

~~In connection with~~Exercisability. The warrants are exercisable from and after six months after the ~~common stock offering, we issued~~date of issuance and at any time during the five-year period from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a ~~non-U.S. consultant, or~~duly executed exercise notice accompanied by payment in full for the ~~Consultant, the Consultant Warrants and 22,500 shares~~number of ~~our common stock. In addition, we issued 100,000~~ shares of our common stock topurchased upon such exercise (except in the ~~principal~~case of the Consultant. The Consultant Warrants are comprised of three separate warrants issued on February 25, 2020 (the “February Consultant Warrant”), March 20, 2020 (the “March 20 Consultant Warrant”) and March 31, 2020 (the “March 31 Consultant Warrant”). The Consultant Warrants are exercisable from and after the date of their respective issuances and expire on February 24, 2025 with respect to the February Consultant Warrant, March 19, 2025 with respect to the March 20 Consultant Warrant and on March 30, 2025 with respect to the March 31 Consultant Warrant. All of the Consultant Warrants have an originala cashless exercise price of $1.92 per share. A holder of Consultant Warrants will not have the right to exercise any portion of its Consultant Warrants if the holder, together with its affiliates, would beneficially own over 4.99%; provided, however, that upon prior notice to us, the holder may decrease or may increase its ownership limitation, provided that in no event will the ownership limitation exceed 9.99%as discussed below).

~~The exercise price~~Cashless Exercise. In the event that a registration statement covering shares of our common stock ~~issuable~~underlying the warrants is not available for the resale of such shares, the holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated, elect instead to receive upon ~~exercising~~such exercise the ~~Consultant Warrants~~net number of shares of our common stock determined according to the formula set forth in the warrant. In no event will we be required to make any cash payments or net cash settlement in lieu of issuing shares of our common stock underlying the warrants.
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Exercise Price. The initial exercise price per share of our common stock purchasable upon exercise of the 2019 warrants was $1.88. The exercise price is subject to adjustment in the event of ~~any~~certain stock dividends and distributions, stock splits, ~~reverse~~ stock ~~split, recapitalization, reorganization~~combinations, reclassifications, or similar ~~transaction, as described therein.~~events affecting our common stock and also upon any distribution of assets, including cash, stock, or other property to our stockholders. If we or any subsidiary, at any time while the ~~Consultant~~2019 Warrants are outstanding, sell or grant any option to purchase, or sell or grant any right to reprice or otherwise dispose of or issue any common stock or common stock equivalents at an effective price less than the exercise price then in effect, then the exercise price shall be reduced to the lower exercise price then in ~~effect, subject~~effect. The exercise price per share was adjusted to ~~adjustment for reverse and forward stock splits, recapitalizations, and similar transactions and subject~~$1.10 following the completion of a private placement in February 2020 (see the section entitled “Outstanding Warrants - 2020 Warrants”). If we, at any time while the 2019 Warrants are outstanding, issue rights, options, or warrants to ~~certain exceptions. The Consultant Warrants impose penalties on us for failure to timely deliver the shares of common stock.~~
Although we have not entered into any registration rights agreement or granted any registration rights in connection with the issuance and sale of the common stock in the common stock offering, the issuance of the Consultant Warrants or the issuanceall holders of common stock entitling them to ~~the principal of the Consultant, we have elected to register~~subscribe for ~~resale the~~or purchase shares of common stock ~~issued in~~at a price per share less than the volume weighted average price on the record date mentioned below, then the exercise price shall be multiplied by a fraction, of which the denominator shall be the number of shares of common stock outstanding on the date of issuance of such rights, options, or warrants plus the number of additional shares of common stock offered for subscription or purchase, and of which the numerator shall be the number of shares of common stock outstanding on the date of issuance of such rights, options, or warrants plus the number of shares that the aggregate offering price of the total number of shares so offered (assuming receipt by us in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such volume weighted average price. Such adjustment shall be made whenever such rights, options, or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants.
Transferability. Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants together with the appropriate instruments of transfer.
Exchange Listing. The 2019 Warrants are not listed for trading on any securities exchange and we do not intend to apply for listing.
Fundamental Transaction. If, at any time while the 2019 Warrants are outstanding, (a) we consolidate or merge with or into another corporation and we are not the surviving corporation, (b) we sell, lease, license, assign, transfer, convey, or otherwise dispose of all or substantially all of our assets, (c) any purchase offer, tender offer, or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of shares of our common stock are permitted to sell, tender, or exchange their shares of our common stock for our other securities, cash, or property and has been accepted by the holders of 50% or more of the outstanding shares of our common stock, (d) we effect any reclassification or recapitalization of shares of our common stock or any compulsory share exchange pursuant to which the shares of our common stock are converted into or exchanged for other securities, cash, or property, or (e) we consummate a stock or share purchase agreement or other business combination with another person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of our common stock, each, a “2019 Warrant Fundamental Transaction,” then upon any subsequent exercise of the warrants, the holders thereof will have the right to receive the same amount and kind of securities, cash, or property as it would have been entitled to receive upon the occurrence of such transaction if it had been immediately prior to such transaction, the holder of the number of warrant shares then issuable upon exercise of the ~~Consultant Warrants.~~
~~Common Stock Issued~~warrant, and any additional consideration payable as part of the transaction. In the event of a 2019 Warrant Fundamental Transaction, we or any successor entity shall, at the holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the 2019 Warrant Fundamental Transaction (or, if later, the date of the public announcement of the applicable transaction), purchase the warrant from the holder by paying to ~~Adam Wolfson~~the holder an amount of cash equal to the Black Scholes Value (as defined in the 2019 Warrant) of the remaining unexercised portion of the warrant on the date of the consummation of such transaction.

~~Private Placement~~Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of the warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the warrant.
12
2020 Warrants

On March 29, 2016, we entered into a subscription agreement, or Subscription Agreement, with Adam Wolfson pursuant to which we issued 136,906 shares of our common stock, as adjusted for a 1-for-15 reverse stock split implemented on February 1, 2019, to Adam Wolfson at a price of $0.675 per share. The issuance was made inIn connection with a private placement of our common stock in February 2020, the Preferred Purchasers who, as of February 7, 2020, continued to own shares of our Series A Preferred Stock (the “Continuing Holders”) issued pursuant to ~~an exemption from~~ the ~~registration requirements~~SPA (a) waived their respective rights to participate in the private placement, and (b) declined to accept the price protection rights to which they otherwise were entitled as holders of shares of our Series A Preferred Stock. In connection with the ~~Securities Act provided in Section 4(a)(2) thereof, Rule 506~~waiver, we granted to the Continuing Holders a five-year common stock purchase warrant (“2020 Warrants”), the terms of ~~Regulation D promulgated thereunder and/or Regulation S promulgated thereunder pursuant~~which are substantially similar to the terms of ~~a subscription agreement.~~our 2019 Warrants, provided that the 2020 Warrants had an initial per-share exercise price of $1.55.
~~Promissory Note~~
~~On April 30, 2019, we issued an Amendment to Short-Term Demand Promissory Note, or Promissory Note, to Adam Wolfson, effective as~~As of July 10, 2019, pursuant to which we agreed to automatically convert the aggregate principal amount of $500,000 and the accrued and unpaid interest as of July 29, 2019 due under the Promissory Note into 490,090December 31, 2021, there were 2,161,926 shares of our common stock ~~on July 29, 2019 in full satisfaction~~underlying the 2020 Warrants, which have a per-share exercise price of ~~our obligations under the Promissory Note.~~$1.10 per share.

~~Consultant Agreement~~Outstanding Equity Awards
~~On August 15, 2019,~~As of December 31, 2021, we ~~entered into an Independent Consultant Agreement, or Consultant Agreement, with Adam Wolfson pursuant to which we agreed to issue 100,000~~had 5,404,223 shares of our common stock ~~to Adam Wolfson as partial consideration for his consulting services.~~
~~Although we have not entered into any registration rights agreement or granted any registration rights in connection with the issuance~~underlying outstanding stock options, having a weighted-average exercise price of approximately $1.72 per share,10,984,740 stock purchase warrants having a weighted-average exercise price of $2.67 per share and ~~sale~~1,821,833 restricted stock awards having a weighted-average grant date fair value of ~~the common stock in the Subscription Agreement, Promissory Note or Consultant Agreement, we have elected to register for resale the shares of common stock~~$1.41 issued ~~in the Subscription Agreement, Promissory Note and Consultant Agreement.~~under our equity incentive plans.

~~Exchange Agreement~~Forum Selection

~~On September 4, 2020, Verb Acquisition entered into~~Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the state and federal courts in the State of Nevada shall be the exclusive forum for any litigation relating to our internal affairs, including, without limitation: (a) any derivative action brought on our behalf, (b) any action asserting a Membership Interest Purchase Agreement with Ascend Certification, LLC, dba SoloFire (“SoloFire”), the sellers party thereto (collectively, the “Sellers”), and Steve Deverall, solely in his capacity as the seller representative, under which the Sellers agreedclaim for breach of fiduciary duty to ~~sell their entire interest in SoloFire, representing all~~us or our stockholders by any of our current or former officers, directors, employees or agents, or (c) any action against us or any of our current or former officers, directors, employees or agents arising pursuant to any provision of the ~~outstanding limited~~NRS, the articles of incorporation, or the bylaws. For the avoidance of doubt, the exclusive forum provision described above does not apply to any claims arising under the Securities Act or Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability ~~company membership interests~~created by the Exchange Act or the rules and regulations thereunder, and Section 22 of ~~SoloFire,~~the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to Verb Acquisition for a base purchase price of $5,700,000 less an aggregate of $517,750 in certain adjustments, subject to certain potential post-closing working capital adjustments, payable in a $1,982,250 promissory noteenforce any duty or liability created by the Securities Act or the rules and ~~an aggregate of 2,642,159 LLC Units.~~regulations thereunder.

~~In connection with the acquisition of SoloFire, we, Verb Acquisition~~Transfer Agent and ~~the LLC Unit Holders entered into an Exchange Agreement under which the parties agreed, from~~Registrar
The transfer agent and ~~after the six-month anniversary of September 4, 2020, that each LLC Unit Holder shall be entitled to surrender its LLC Units in exchange~~registrar for ~~shares~~our common stock is VStock Transfer, LLC. The address is 18 Lafayette Place, Woodmere, New York 11598. The telephone number is 855-9VSTOCK.
Listing on The Nasdaq Capital Market
Shares of our common stock ~~at an exchange rate of one share~~are listed for trading on The Nasdaq Capital Market under the symbol “VERB.” Certain of our common stock purchase warrants are listed for ~~each LLC Unit. Under~~trading on The Nasdaq Capital Market under the ~~exchange agreement~~symbol “VERBW” (see the ~~LLC Unit Holders were granted registration rights with respect to the aggregate of 2,642,159 shares of our common stock issuable upon the exchange of LLC Units.~~section entitled “Outstanding Warrants – Listed Common Stock Purchase Warrants”). Our 2019 Warrants and 2020 Warrants are not listed for trading on any securities exchange.

~~Restricted Stock Agreement~~
13

On September 4, 2020, we entered into the Restricted Stock Agreement with Dustin Kenyon pursuant to which we granted Dustin Kenyon 247,703 restricted stock units. The restricted stock units vest on January 1, 2021 and cannot be assigned, alienated, pledged, attached or otherwise encumbered prior to vesting, and, if any such attempt is made, the restricted shares shall be forfeited. Dustin Kenyon is entitled to all of the rights of a shareholder including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.
Although we have not entered into any registration rights agreement or granted any registration rights in connection with the grant of the restricted shares under the Restricted Stock Agreement, we have elected to register for resale the restricted shares granted in the Restricted Stock Agreement.

~~Selling Security Holder Table~~DESCRIPTION OF DEBT SECURITIES

~~This prospectus covers the sale by the selling security holders of up to an aggregate of 8,393,387 shares of common stock.~~ We ~~are registering the shares of common stock in order to permit the selling security holders to~~may offer the shares for resale from time to time. The selling security holders have not had any material relationship with us within the past three years other than in connection with the private placement offering described above.
~~The table below lists the selling security holders~~ and other information regarding the beneficial ownership of the shares of common stock held by each of the selling security holders. The second column lists the number of shares of common stock beneficially owned by the selling security holders, based on their respective ownership of shares of common stock as of September 30, 2020.
~~The third column lists the shares of common stock being offered by this prospectus by the selling security holders. The selling security holders may~~ sell, ~~all, some or none of their shares in this offering. See “Plan of Distribution.”~~
~~The fourth column assumes the sale of all of the shares of common stock offered by the selling security holders under this prospectus.~~
Except as disclosed in the footnotes to the table below, each of the selling security holders has represented to us that it is not a broker-dealer, or affiliated with or associated with a broker-dealer, registered with the SEC or designated as a member of the Financial Industry Regulatory Authority. The shares of common stock being offered under this prospectus may be offered for sale from time to time, ~~during~~debt securities in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the ~~period~~terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, ~~remains effective,~~and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part, or will be incorporated by reference from reports that we file with the SEC.
The following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture (or supplemental indenture) applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements related to the debt securities that we may offer under this prospectus, as well as the complete indenture (as supplemented by any applicable supplemental indentures) that contains the terms of the debt securities.
General
The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the ~~accounts~~limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the ~~selling security~~indenture do not contain any covenants or other provisions designed to give holders ~~listed below.~~of any debt securities protection against changes in our operations, financial condition or transactions.

~~Beneficial ownership~~We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount to their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount” (“OID”), for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable prospectus supplement.
Whenever debt securities are to be issued and sold pursuant to this prospectus, we will file a prospectus supplement relating to that offer and sale which will specify (in each case to the extent applicable):
● the title of the series of debt securities;
● any limit upon the aggregate principal amount that may be issued;
● the maturity date or dates;
● the form of the debt securities of the series;
● the applicability of any guarantees;
● whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
● whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;
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● if the price at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined;
● the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
● our right, if any, to defer payment of interest and the maximum length of any such deferral period;
● if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;
● the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
● the denominations in which we will issue the series of debt securities;
● whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities;
● if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;
● if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
● additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;
● additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;
● additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
● additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
● whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;
● any restrictions on transfer, sale or assignment of the debt securities of the series;
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● terms, if applicable, related to the auction or remarketing of the debt securities and any security for the obligations related to such debt securities;
● additions to or changes in or deletions to the provisions relating to covenant defeasance and legal defeasance;
● terms and conditions, if any, upon which we shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any securityholder that is not a “United States person” for federal tax purposes; and
● any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.
Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock, our other debt securities, or our warrants. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is ~~determined~~mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock, our preferred stock, our other debt securities, or our warrants that the holders of the series of debt securities receive upon conversion or exchange would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series of debt securities that we may issue:
● if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;
● if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;
● if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
● if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the ~~rules~~indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the ~~SEC,~~indenture, if an event of default under an indenture shall occur and ~~includes voting~~be continuing, the trustee will be under no obligation to exercise any of its rights or ~~investment~~powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the securities. To our knowledge, except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all sharesdebt securities of ~~common stock shown as beneficially owned by them. Except as indicated by footnote, all shares of common stock underlying derivative securities, if any,~~ that are currently exercisable or convertible or are scheduled to become exercisable or convertible for or into shares of common stock within 60 days after the date of the table are deemed to be outstanding for the purpose of calculating the percentage ownership of each listed person or group but are not deemed to be outstanding as to any other person or group.series, provided that:

Shares of Common Stock Beneficially Owned Prior Maximum Number of shares of Common Stock to be Sold Pursuant to this Shares of Common Stock Beneficially Owned After Offering(2)
Name of Beneficial Owner to Offering Prospectus(1) Number Percentage
Corvus International, Inc. 585,197 (3) 585,197 0 *
Kestrel Management, Inc. 585,197 (3) 585,197 0 *
The H2 Management Corp 585,197 (3) 585,197 0 *
Eclipse Enterprises and Management, Inc. 585,197 (3) 585,197 0 *
Benjamin Philip Mosbarger 100,457 (3) 100,457 0 *
Jason Etherington 100,457 (3) 100,457 0 *
Nate Babbel 100,457 (3) 100,457 0 *
Dustin Kyle Kenyon
247,703
(4)
247,703

0
*
Adam Wolfson 726,996 726,996 0 *
Kalai Chelvan Arumugam 100,000 100,000 0 *
Nigel Geoffrey Atkinson 33,333 33,333 0 *
Steven John Baggott 85,000 85,000 0 *
Richard De Basto 100,000 50,000 50,000 *
Tan Wooi Bee 20,833 20,833 0 *
Timothy Brouwer 20,833 20,833 0 *
Matthew Peter Chambers 16,667 16,667 0 *
Joseph Chi-Tsung Chan 60,000 60,000 0 *
Phui Keen Chan 12,000 12,000 0 *
Vicent Chong Khang Chian 40,000 40,000 0 *
Richard Edwin Clarke 12,500 12,500 0 *
Shares of Common Stock Beneficially Owned Prior Maximum Number of shares of Common Stock to be Sold Pursuant to this Shares of Common Stock Beneficially Owned After Offering(2)
Name of Beneficial Owner to Offering Prospectus(1) Number Percentage
Keith Collins 100,000 100,000 0 *
Lesley Elizabeth Collins 20,833 20,833 0 *
Simon Paul Christopher Cook 85,000 85,000 0 *
Timothy Edward Coulson(5) 33,333 33,333 0 *
Andrew Dickinson 25,000 25,000 0 *
Tim Doolan 12,500 12,500 0 *
Jonathan Eddis 66,666 66,666 0 *
Natalia Pavlovna Driga-Ferguson 30,000 30,000 0 *
Cotroneo-Grulli Superannuation Fund 100,000 100,000 0 *
George Melville Howe and Rhonda Elizabeth Howe as Trustees for the M & R Howe Superannuation Fund 20,000 20,000 0 *
Ralph Cardinal Gertson III 12,300 5,000 7,300 *
Keng Huat Goh 25,000 25,000 0 *
David Ivon Gower 10,000 10,000 0 *
Edwin Nigel Paston Guyton 83,333 83,333 0 *
Susan Margot Hardwick 20,833 20,833 0 *
Chris Henderson 25,000 25,000 0 *
Mark Eric Henke 50,000 50,000 0 *
Phon Guan Ho 100,000 100,000 0 *
Yeoh Chai Hong 20,833 20,833 0 *
Lim Boon Hooi 20,000 20,000 0 *
David Hunter 10,000 10,000 0 *
Helen Mae Iwahiro 15,000 15,000 0 *
Qu Jiadong 250,000 �� 250,000 0 *
Goh Jing Jing and Koay Siew Ean 20,833 20,833 0 *
Julie Ann Jones 16,667 16,667 0 *
Wong Pak Yuen Kelvin 20,000 20,000 0 *
Hwang Lip Koon and Tan Gaik Kheng 83,333 83,333 0 *
Tan Yeow Joo and Tan Yeow Hong(6) 25,000 25,000 0 *
Fa Jyh Huang and Jye Sing Ling 150,000 150,000 0 *
Robert John Kennedy(7) 25,000 25,000 0 *
Mark Alan Ladd 10,000 10,000 0 *
Michael Henry Lamyman and Jacqueline Louise Lamyman 50,000 50,000 0 *
Chia Yew Lee 29,166 29,166 0 *
Wing Ping Lee 46,667 46,667 0 *
Sunny Yan-Yang Li 20,000 20,000 0 *
Platypus II Holdings Limited 50,000 50,000 0 *
Feniton Holdings Limited 20,000 20,000 0 *
Winston Lo 20,000 20,000 0 *
Cataric Pty Ltd. 166,668 166,668 0 *
City Securities Ltd 476,666 476,666 0 *
Grandir Capital Pte Ltd. 100,000 100,000 0 *
Ning Ma 20,000 20,000 0 *
Robert C. W. Mason 20,000 20,000 0 *
James Masters 10,000 10,000 0 *
Ashton McGee 54,166 54,166 0 *
Sean O’Meara 33,333 33,333 0 *
Loo Kok Ming 41,666 41,666 0 *
Tan Chin Nam 16,667 16,667 0 *
Thomas Nothdurft 45,000 45,000 0 *
Shares of Common Stock Beneficially Owned Prior Maximum Number of shares of Common Stock to be Sold Pursuant to this Shares of Common Stock Beneficially Owned After Offering(2)
Name of Beneficial Owner to Offering Prospectus(1) Number Percentage
Jerome Olivier N. Nurenberg 12,500 12,500 0 *
Alfonso Garcia Ortiz 80,000 80,000 0 *
Emma Alexandra Palmer 30,833 30,833 0 *
Falcon Capital Partners 438,699 (8) 438,699 0 *
Rosita Binti Haji Ramli 20,833 20,833 0 *
Wilson Rondini 100,000 100,000 0 *
Walter Ruffinoni 20,833 20,833 0 *
Maxwell Sloyan 5,000 5,000 0 *
Paul Sloyan 25,000 25,000 0 *
Brett Edward Smythe 83,334 83,334 0 *
William A. T. Stephens 80,000 80,000 0 *
Jonathan T. Suder 104,167 104,167 0 *
Tongtao Sun 41,667 41,667 0 *
James Sunley 200,000 200,000 0 *
Etienne Szivo 16,667 16,667 0 *
David Haig Thomas 37,500 37,500 0 *
Guenter Taus 50,000 50,000 0 *
Tawaraya United 100,000 100,000 0 *
Har Kooi Voon 30,000 30,000 0 *
Andrew Eugene Paul Wates 41,667 41,667 0 *
Li Yang 20,000 20,000 0 *
Delphine Catherine Marianne York 62,500 62,500 0 *
Stephen Young 25,000 25,000 0 *
~~(*)~~ ~~Indicates beneficial ownership of less than 1%.~~● the direction so given by the holder is not in conflict with any law or the applicable indenture; and

~~(1)~~ ~~Amount includes 7,977,188 shares~~● subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:
● the holder has given written notice to the trustee of ~~common stock and 416,199 shares~~a continuing event of ~~common stock issuable upon exercise of the Consultant Warrants.~~default with respect to that series;

~~(2)~~ ~~Assumes all shares being~~● the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered ~~under this prospectus are sold. The percentage of beneficial ownership after~~to the ~~offering is based on 49,969,851 shares of common stock, consisting of 46,663,790 shares of common stock outstanding as of September 30, 2020~~trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the ~~3,306,061 shares of common stock offered under this prospectus not already issued~~trustee in compliance with the request; and ~~outstanding.~~

~~(3)~~ ~~Represents~~ ● the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without the consent of any holders with respect to specific matters:
● to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
● to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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● to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;
● to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
● to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;
● to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above in the section entitled “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
● to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
● to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
● extending the fixed maturity of any debt securities of any series;
● reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or
● reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
Discharge
The indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:
● provide for payment;
● register the transfer or exchange of debt securities of the series;
● replace stolen, lost or mutilated debt securities of the series;
● pay principal of and premium and interest on any debt securities of the series;
● maintain an office or agency;
● maintain paying agencies;
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● hold monies for payment in trust;
● recover excess money held by the trustee;
● compensate and indemnify the trustee; and
● appoint any successor trustee.
In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book entry securities will be set forth in the applicable prospectus supplement.
At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities of any series, we will not be required to:
● issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
● register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay the principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.
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DESCRIPTION OF WARRANTS
We may offer and sell, from time to time, warrants for the purchase of shares of our common stock, shares of our preferred stock, debt securities and/or units. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from those securities. If we issue warrants, they will be evidenced by warrant agreements or warrant certificates issued under one or more warrant agreements, which will be contracts between us and the holders of the warrants or an agent for the holders of the warrants. The forms of warrant agreements or warrant certificates, as applicable, relating to the warrants will be filed as exhibits to the registration statement of which this prospectus is a part, or will be incorporated by reference from reports that we file with the SEC.
The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all of the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement related to the warrants that we may offer under this prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
Whenever warrants are to be issued and sold pursuant to this prospectus, we will file a prospectus supplement relating to that offer and sale which will specify (in each case as applicable):
● the number of shares of ~~our~~ common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares, and the price at which ~~will~~such number of shares may be issued by us in the future from time to time under an exchange agreement pursuant to which the selling security holder may exchange his or its LLC Units for shares of our common stock on a one-for-one basis.purchased upon such exercise;

~~(4)~~ ~~Amount represents 247,703 shares~~● the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of ~~our common~~the series of preferred stock ~~issuable~~purchasable upon ~~vesting~~exercise of ~~restricted stock unit awards granted pursuant~~warrants to ~~the Restricted Stock Agreement, which vest on January 1, 2021.~~purchase preferred stock;

~~(5)~~ ~~Timothy Edward Coulson has represented~~● the principal amount of debt securities that ~~he is an affiliate~~may be purchased upon exercise of a ~~broker-dealer. Mr. Coulson has represented that he purchased~~debt warrant and the ~~shares of common stock in~~exercise price for the ordinary course of business, and at the time of the purchase of the shares of common stock to be resold, he had no agreements or understandings, directly or indirectly, with any person to distribute the shares of common stock.warrants;

~~(6)~~ ~~Tan Yeow Joo~~● the date, if any, on and ~~Tan Yeow Hong have represented that they are broker-dealers~~after which the warrants and ~~as such are deemed to~~the related common stock, preferred stock, debt securities and/or units will be ~~underwriters under this registration statement.~~separately transferable;

~~(7)~~ ~~The registered holder~~● the terms of any rights to redeem or call the ~~referenced shares to be registered is RKKC Pty Ltd.~~warrants;

~~(8)~~
~~Amount includes 22,500 shares of common stock~~● the date on which the right to exercise the warrants will commence and ~~416,199 shares of common stock issuable upon exercise~~the date on which the right will expire; and
● any additional terms of the ~~Consultant Warrants.~~warrants, including terms, procedures and limitations relating to the exchange, exercise and settlement of the warrants.
Each warrant will entitle its holder to purchase the number of shares of common stock or preferred stock, the principal amount of debt securities, and/or the number of units at the exercise price set forth in (or calculable as set forth in) the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer, and exercise them as indicated in the applicable prospectus supplement. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any voting rights or any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities, or to enforce covenants in the applicable indenture.
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~~PLAN~~ DESCRIPTION OF ~~DISTRIBUTION~~UNITS

We ~~are registering the shares of common stock to permit the resale of these shares of common stock by the selling security holders~~may offer and sell, from time to time, ~~after the date~~units comprised of ~~this prospectus. We will not receive any~~two or more of the ~~proceeds~~other securities described in this prospectus in any combination, which may or may not be separable from ~~the sale~~one another. If we issue units, they will be evidenced by unit agreements or unit certificates issued under one or more unit agreements, which will be contracts between us and the ~~selling security~~ holders of the ~~shares~~units or an agent for the holders of ~~common stock. We~~the units. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The forms of unit agreements or unit certificates, as applicable, relating to the units will ~~bear all fees and expenses incident~~be filed as exhibits to ~~our obligation to register~~ the ~~shares~~registration statement of ~~common stock.~~which this prospectus is a part, or will be incorporated by reference from reports that we file with the SEC.

The ~~selling~~following summary of material provisions of the units and unit agreements are subject to, and qualified in their entirety by reference to, all of the provisions of the unit agreements applicable to the units. We urge you to read the applicable prospectus supplement, as well as the complete unit agreements that contain the terms of the units.
Whenever units are to be issued and sold pursuant to this prospectus, we will file a prospectus supplement relating to that offer and sale which will specify (in each case as applicable):
● the title of the series of units;
● identification and description of the separate securities comprising the units;
● the price or prices at which the units will be issued;
● the date, if any, on and after which the securities comprising the units will be separately transferable; and
● any other terms of the units and their securities.
Each unit will be issued so that the holder of the unit is also the holder of each security ~~holders~~included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.
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PLAN OF DISTRIBUTION
We may sell ~~all or a portion of the shares of common stock held by them and offered hereby~~our securities from time to time ~~directly or through one or more underwriters, broker-dealers or agents. If~~in any manner permitted by the shares of common stock are sold through underwriters or broker-dealers, the selling security holders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant toSecurities Act, including any one or more of the following ~~methods:~~ways:

● through agents;
● to or through underwriters;
● to or through broker-dealers (acting as agent or principal);
● in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on ~~any national securities~~an exchange or ~~quotation service on which the securities may be listed~~otherwise; and/or
● directly to purchasers, through a specific bidding or ~~quoted~~auction process or otherwise.
The securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices.
Offers to purchase offered securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale of the offered securities in respect of which this prospectus is delivered will be named, and any commissions payable by us will be set forth, in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the offered securities so offered and sold.
We will set forth in a prospectus supplement the terms of the offering of our securities, including:
● the name or names of any agents, underwriters or dealers;
● the type of securities being offered;
● the purchase price of our securities being offered and the net proceeds we expect to receive from the sale;

● any over-allotment options under which underwriters may purchase additional securities from us;
● any agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation;
● the public offering price;
● any discounts or concessions allowed or reallowed or paid to dealers; and
● any securities exchanges on which such securities may be listed.
If offered securities are sold to the public by means of an underwritten offering, either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters, we will execute an underwriting agreement with an underwriter or underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, will be set forth in the applicable prospectus supplement. In addition, the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the applicable prospectus supplement, which prospectus supplement will be used by the underwriters to make resales of the offered securities. If underwriters are utilized in the sale of the offered securities, the offered securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including:
● transactions on the Nasdaq Capital Market or any other trading market where the securities may be traded;
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● in the over-the-counter market;

● in ~~transactions otherwise than on these exchanges~~negotiated transactions; or ~~systems or in the over-the-counter market;~~

● ~~through the writing~~under delayed delivery contracts or ~~settlement of options, whether such options are listed on an options exchange or otherwise;~~
● ~~ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;~~
● ~~block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;~~
● ~~purchases by a broker-dealer as principal and resale by the broker-dealer for its account;~~
● ~~an exchange distribution in accordance with the rules of the applicable exchange;~~
● ~~privately negotiated transactions;~~
● ~~short sales made after the date the registration statement of which this prospectus forms a part is declared effective by the SEC;~~
● ~~broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;~~
● ~~a combination of any such methods of sale; and~~
● ~~any~~ other ~~method permitted pursuant to applicable law.~~contractual commitments.
~~The selling security holders~~
We may ~~also sell~~grant to the ~~shares~~underwriters options to purchase additional offered securities to cover over-allotments, if any, at the public offering price with additional underwriting discounts or commissions, as may be set forth in the applicable prospectus supplement. If we grant any over-allotment option, the terms of ~~common stock under Rule 144 promulgated~~the over-allotment option will be set forth in the applicable prospectus supplement.
We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may indemnify agents, underwriters and dealers against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. Agents, underwriters or dealers, or their respective affiliates, may be customers of, engage in transactions with or perform services for us or our respective affiliates, in the ordinary course of business.
Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which is traded on the Nasdaq Capital Market. We may elect to list any other ~~exemption~~class or series of securities on any exchange and, in the case of our common stock, on any additional exchange. However, unless otherwise specified in the applicable prospectus supplement, we will not be obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the offered securities.
Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Act, if available, rather than under this prospectus. In addition, the selling security holders may transfer the shares of common stock by other means not described in this prospectus. If the selling security holders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling security holders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may beExchange Act. Over-allotment involves sales in excess of ~~those customary~~the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the ~~types of transactions involved). In connection with sales~~open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the ~~shares of common stock or~~securities to be higher than it would otherwise be. If commenced, the ~~selling security holders~~underwriters may ~~enter into hedging transactions with broker-dealers, which may in turn engage in short sales~~discontinue any of the shares of common stock in the course of hedging in positions they assume. The selling security holders may also sell the shares of common stock short and deliver the shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling security holders may also loan or pledge the shares of common stock to broker-dealers that in turn may sell such shares.
The selling security holders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus oractivities at any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus. The selling security holders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.time.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling security holders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling security holders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
~~Under~~comply with the securities laws of ~~some~~certain states, if applicable, the ~~shares of common stock may~~securities offered by this prospectus will be offered and sold in ~~such~~those states only through registered or licensed brokers or dealers.
In ~~addition, in some states~~compliance with guidelines of the ~~shares of common stock~~Financial Industry Regulatory Authority (“FINRA”), the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not ~~be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.~~
~~There can be no assurance that any selling security holder will sell any or all~~exceed 8% of the ~~shares~~aggregate amount of ~~common stock registered~~the securities offered pursuant to ~~the registration statement, of which~~ this prospectus ~~forms a part.~~
~~The selling security holders~~ and any ~~other person participating in such distribution will be subject to~~ applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling security holders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
~~Once sold under the registration statement, of which this~~ prospectus ~~forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.~~supplement.

~~DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION~~
~~FOR SECURITIES ACT LIABILITIES~~LEGAL MATTERS

~~Insofar as indemnification for liabilities arising under~~Certain legal matters, including the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
~~LEGAL MATTERS~~
~~The~~ validity of the ~~shares~~issuance of ~~common stock~~the securities offered ~~under~~by this prospectus, will be passed upon for us by ~~Troutman Pepper Hamilton Sanders LLP, Irvine,~~Stradling Yocca Carlson & Rauth, P.C., Newport Beach, California.

EXPERTS

The consolidated financial statements of Verb Technology Company, Inc. as of December 31, 2021 and 2020, and for the years then ended ~~December 31, 2019 and 2018~~ appearing in Verb Technology Company, Inc.’s ~~Annual Report on Form~~From 10-K ~~as amended by Amendment No. 1 to Annual Report on Form 10-K/A,~~for the fiscal year ended December 31, 2021, have been audited by Weinberg & Company, P.A., an independent registered public accounting firm, as ~~stated~~set forth in their report thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated by reference herein in reliance upon such report ~~and upon~~of Weinberg & Company, P.A. pertaining to such financial statements given on the authority of such firm as experts in accounting and auditing.

~~WHERE YOU CAN FIND ADDITIONAL INFORMATION~~
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We have filed with the SEC a registration statement on Form S-3 under the Securities Act, and the rules and regulations promulgated under the Securities Act, with respect to the shares of common stock offered under this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement and the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits.
For further information with respect to us and the shares of common stock offered under this prospectus, reference is made to the registration statement and its exhibits and schedules. We file reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC.

The SEC maintains an Internet web site that contains reports, prospectus and information statements and other information regarding issuers, including Verb Technology Company, Inc., that file electronically with the SEC. The SEC’s Internet website address is ~~http://www.sec.gov. Our Internet website address is~~ ~~https://www.verb.tech/~~.
~~We do not anticipate that we will send an annual report to our shareholders until and unless we are required to do so by the rules of the SEC.~~
~~All trademarks or trade names referred to in this prospectus are the property of their respective owners.~~
INCORPORATION OF CERTAIN ~~INFORMATION~~DOCUMENTS BY REFERENCE

The SEC allows us to ~~“incorporate by reference”~~“incorporate” into this prospectus ~~much of the~~ information that we file with the SEC ~~which~~in other documents. This means that we can disclose important information to you by referring ~~you~~ to ~~those publicly available documents. The~~other documents that contain that information. Any information that we incorporate by reference into this prospectus is considered to be part of this prospectus. These documents may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. You should read the information incorporated by reference because it is an important part of this prospectus.

~~This~~Information contained in this prospectus ~~incorporates~~and information that we file with the SEC in the future and incorporate by reference in this prospectus automatically modifies and supersedes previously filed information, including information in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the old information. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. For additional information, refer to the section entitled “About this Prospectus.”
We incorporate by reference, as of their respective dates of filing, the documents listed below that we have filed with the SEC and any future documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any documents filed after the date on which the registration statement of which this prospectus is a part is initially filed until the offering of the securities covered by this prospectus has been completed, other than, ~~those~~in each case, documents or ~~the portions of those documents~~information deemed to ~~be furnished~~have been “furnished” and not ~~filed~~“filed” in accordance with SEC rules:

● our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2021 as filed with the SEC on ~~May 14, 2020;~~March 31, 2022 (our “Annual Report”);

● ~~our Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on June 4, 2020;~~
● ~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 15, 2020;~~
● ~~our Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2020, filed with the SEC on June 4, 2020;~~
● ~~our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 14, 2020;~~
● ~~our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 11, 2020;~~
● our Current Reports on Form 8-K as filed with the SEC on ~~February 25, 2020, March 23, 2020, March 27, 2020, May 4, 2020, May 14, 2020, July~~each of January 13, 2022 and January 24, ~~2020, July 30, 2020, July 31, 2020, August 17, 2020, August 20, 2020, September 10, 2020 and October 13, 2020;~~2022; and

● the description of our securities contained in Exhibit 4.17 ofto our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on May 14, 2020, including any amendment or report filed for the purpose of updating such description.

We ~~also incorporate by reference~~will provide to each person, including any ~~future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related~~beneficial owner to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of whichwhom this prospectus ~~forms~~is delivered, a ~~part and prior to effectiveness~~copy of ~~such registration statement, until we file a post-effective amendment~~any document that indicates the termination of the offering of the shares of common stock made by this prospectus and such future filings will become a part of this prospectus from the respective dates that such documents are filed with the SEC. Any statement contained herein or in a document incorporated or deemed to beis incorporated by reference ~~herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus supplement to the extent that a statement contained herein or~~ in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may obtain copies of the documents incorporated by reference in this prospectus from us free of charge by requesting them in writing or by telephone at the following address:

Verb Technology Company, Inc.
~~2210 Newport Boulevard, Suite 200~~
~~Newport Beach, California 92663~~

782 South Auto Mall Drive
American Fork, Utah 84003
Attn: Investor Relations

Telephone: (855) 250-2300
Exhibits to the documents will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus.
You should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document incorporated by reference herein or therein. We have not authorized anyone to provide you with any different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide to you. The information contained in this prospectus, in any applicable prospectus supplement, and in the documents incorporated by reference herein or therein, is accurate only as of the date such information is presented. Our business, financial condition, results of operations and future prospects may have changed since those respective dates.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements, and other information with the SEC. The SEC maintains a website that contains these reports, proxy and information statements, and other information we file electronically with the SEC. Our filings are available free of charge at the SEC’s website at www.sec.gov.
This prospectus is part of a registration statement that we filed with the SEC. As permitted by SEC rules, this prospectus and any accompanying prospectus supplement that we may file, which form a part of the registration statement, do not contain all of the information that is included in the registration statement. The registration statement contains more information regarding us and the securities offered by us, including certain exhibits. You can obtain a copy of the registration statement from the SEC at the website referenced above.
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$100,000,000
VERB TECHNOLOGY COMPANY, INC.
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
PROSPECTUS
March 31, 2022
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

~~Item~~ITEM 14. ~~Other Expenses of Issuance and Distribution.~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth ~~all~~an itemization of the various costs and expenses, ~~to be paid~~other than underwriting discounts and commissions, payable by us in connection with ~~this offering.~~the issuance and distribution of the securities being registered hereunder. All of the amounts shown are ~~estimates~~estimated except for the SEC registration fee.

SEC Registration Fee $ 1,054
Accounting Fees and Expenses 2,500
Legal Fees and Expenses 20,000
Printing Costs —
Miscellaneous 1,500
Total $ 25,054
SEC registration fee $ 9,270
FINRA filing fees $ *
Legal fees and expenses $ *
Accounting fees and expenses $ *
Printing fees and expenses $ *
Transfer agent and registrar fees and expenses $ *
Miscellaneous $ *
Total expenses $ *
* These fees and expenses depend on a number of factors, including the securities to be offered and the number of issuances, and accordingly cannot be estimated at this time.

~~Item~~ITEM 15. ~~Indemnification of Directors and Officers.~~INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We are a Nevada corporation and generally governed by the Nevada ~~Revised Statutes, or~~Private Corporations Code, Title 78 of the NRS.

Section 78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.

Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (i) is not liable pursuant to Section 78.138 of the NRS, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS also precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.

Section 78.751 of the NRS permits a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of a final disposition thereof, upon determination by the ~~shareholders,~~stockholders, the disinterested board members, or by independent legal counsel. Section 78.751 of the NRS provides that the articles of incorporation, the bylaws, or an agreement may require a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation if so provided in the corporation’s articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further permits the corporation to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other agreement.

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Section 78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We have obtained insurance policies insuring our directors and officers against certain liabilities they may incur in their capacity as directors and officers. Under such policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.

The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the NRS.

Our articles of incorporation provide that, except in some specified instances, our directors and officers shall not be personally liable to us or our shareholders for monetary damages for breach of their fiduciary duty as directors and officers, except liability for the following:
● ~~acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or~~
● ~~the payment of distributions in violation of NRS 78.300, as amended.~~
In addition, our ~~articles~~Articles of ~~incorporation~~Incorporation and ~~bylaws~~our Bylaws generally eliminate director and officer liability for any act or failure to act in his or her capacity as a director or officer. Our Bylaws provide that we must ~~indemnify our directors and officers and may indemnify our employees and other agents~~advance expenses incurred, or reasonably expected to be incurred, within three (3) months of any proceeding to which the indemnitee was or is a party or is otherwise involved by reason of the fact that he or she was serving or acting in a covered capacity. An indemnitee is entitled to advances, to the fullest extent permitted by applicable law, solely upon the ~~NRS. Our bylaws also authorize~~execution and delivery to us of an undertaking providing that the indemnitee agrees to ~~purchase~~repay the advance to the extent it is ultimately determined that he or she was not entitled to be indemnified by us under the provisions of the Articles of Incorporation, the Bylaws or an agreement between us and ~~maintain insurance on behalf of any of our directors or officers against any liability asserted against that person in that capacity, whether or not~~the indemnitee. Finally, we ~~would have the power to indemnify that person against such liability and expenses. We~~ have entered ~~and expect to continue to enter~~ into ~~agreements to indemnify our directors and executive officers as determined by our board~~Indemnification Agreements with each of directors. In general, the indemnification agreements provide that we will, to the fullest extent permitted by Nevada law and subject to certain limitations, indemnify the indemnitee against certain expenses (including attorneys’ fees), judgments, fines, penalties, and settlement amounts that may be incurred in connection with the defense or settlement of any claim, criminal, civil, or administrative action or proceeding to which the indemnitee becomes subject in connection with his or her services as an executive officer, director, or both. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.
The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers ~~even though an action, if successful, might benefit us and other shareholders. Furthermore, a shareholder’s investment may be adversely affected to~~that largely mirror the ~~extent that we pay the costs of settlement and damage awards against directors and officers as required by these~~ indemnification ~~provisions.~~rights provided for in our Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. For additional information, refer to the section entitled “Undertakings.”
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ITEM 16. EXHIBITS.
Exhibit No. Description
1.1** Form of Underwriting Agreement.
3.1 Articles of Incorporation as filed with the Secretary of State of the State of Nevada on November 27, 2012, which was filed as Exhibit 3.1 to our Registration Statement on Form S-1 (File No. 333-187782) filed with the SEC on April 8, 2013, and are incorporated herein by reference thereto.
3.2 Amended and Restated Bylaws of Verb Technology Company, Inc., which were filed as Exhibit 3.12 to our Current Report on Form 8-K filed with the SEC on November 1, 2019, and are incorporated herein by reference thereto.
3.3 Certificate of Change as filed with the Secretary of State of the State of Nevada on October 6, 2014, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on October 22, 2014, and is incorporated herein by reference thereto.
3.4 Articles of Merger as filed with the Secretary of State of the State of Nevada on October 6, 2014, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on October 22, 2014, and are incorporated herein by reference thereto.
3.5 Articles of Merger as filed with the Secretary of State of the State of Nevada on April 4, 2017, which was filed as Exhibit 3.5 to our Current Report on Form 8-K filed with the SEC on April 24, 2017, and are incorporated herein by reference thereto.
3.6 Certificate of Correction as filed with the Secretary of State of the State of Nevada on April 17, 2017, which was filed as Exhibit 3.6 to our Current Report on Form 8-K filed with the SEC on April 24, 2017, and is incorporated herein by reference thereto.
3.7 Certificate of Change as filed with the Secretary of State of the State of Nevada on February 1, 2019, which was filed as Exhibit 3.7 to our Annual Report on Form 10-K filed with the SEC on February 7, 2019, and is incorporated herein by reference thereto.
3.8 Articles of Merger as filed with the Secretary of State of the State of Nevada on January 31, 2019, which was filed as Exhibit 3.8 to our Annual Report on Form 10-K filed with the SEC on February 7, 2019, and are incorporated herein by reference thereto.
3.9 Certificate of Correction as filed with the Secretary of State of the State of Nevada on February 22, 2019, which was filed as Exhibit 3.9 to Amendment No. 4 to our Registration Statement on Form S-1 (File No. 333-226840) filed with the SEC on March 14, 2019, and is incorporated herein by reference thereto.
3.10 Articles of Merger of Sound Concepts, Inc. with and into NF Merger Sub, Inc. as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019, which was filed as Exhibit 3.10 to our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2019, and are incorporated herein by reference thereto.
3.11 Statement of Merger of Verb Direct, Inc., a Utah corporation with and into NF Acquisition Company, LLC as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019, which was filed as Exhibit 3.11 to our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2019, and is incorporated herein by reference thereto.
II-3
3.12 Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on August 10, 2018, which was filed as Exhibit 4.28 to our Registration Statement on Form S-1 (File No. 333-226840) filed with the SEC on August 14, 2018, and is incorporated herein by reference thereto.
3.13 Certificate of Designation of Rights, Preferences, and Restrictions of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on August 12, 2019, which was filed as Exhibit 3.12 to our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2019, and is incorporated herein by reference thereto.
4.1** Specimen certificate evidencing shares of preferred stock.
4.2** Form of Certificate of Designation setting forth the preferences and rights with respect to any preferred stock issued hereunder.
4.3* Form of Indenture.
4.4** Form of Debt Securities.
4.5** Form of Warrant.
4.6** Form of Warrant Agreement
4.7** Form of Unit Agreement.
5.1* Opinion of Stradling Yocca Carlson & Rauth, P.C.
23.1* Consent of Weinberg & Company, P.A.
23.2* Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit 5.1).
23.3
Opinion of Stradling
24.1* Powers of Attorney (incorporated by reference to the signature page hereto).
25.1‡ Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended.
* Filed herewith.

~~Reference is made to the following documents~~** To be filed ~~as exhibits~~by amendment to this registration statement, ~~regarding relevant indemnification provisions described above and elsewhere in this registration statement.~~
~~Document~~
~~Exhibit~~
~~Number~~
~~Articles of Incorporation~~ ~~3.1~~
~~Amended and Restated Bylaws~~ ~~3.2~~
~~Form of Indemnity Agreement between Verb Technology Company, Inc. and each of its Executive Officers and Directors~~ ~~10.43~~
~~II-2~~
~~Item 16. Exhibits.~~
~~(a)~~ ~~Exhibits.~~
~~The exhibits listed below are filed~~or as ~~part of or~~an exhibit to a document to be incorporated by reference into this registration statement, ~~on Form S-3. Where certain exhibits are incorporated by reference from~~in each case in connection with a ~~previous filing,~~particular offering of the ~~exhibit numbers and previous filings are identified.~~securities.

~~INDEX TO EXHIBITS~~
Where Located
Exhibit Number Description* Form
File
Number

Exhibit
Number
Filing Date
Filed
Herewith

1.1 Underwriting Agreement dated as of July 21, 2020 by and between Verb Technology Company, Inc. and Ladenburg Thalmann & CO., Inc. 8-K 001-38834 1.1 07/24/2020

3.1 Articles of Incorporation as filed with the Secretary of State of the State of Nevada on November 27, 2012 S-1 333-187782 3.1 04/08/2013

3.2 Amended and Restated Bylaws of Verb Technology Company, Inc. 8-K 001-38834 3.12 11/01/2019

3.3 Certificate of Change as filed with the Secretary of State of the State of Nevada on October 6, 2014 8-K 001-38834 3.3 10/22/2014

3.4 Articles of Merger as filed with the Secretary of State of the State of Nevada on October 6, 2014 8-K 001-38834 3.4 10/22/2014

3.5 Articles of Merger as filed with the Secretary of State of the State of Nevada on April 4, 2017 8-K 001-38834 3.5 04/24/2017

3.6 Certificate of Correction as filed with the Secretary of State of the State of Nevada on April 17, 2017 8-K 001-38834 3.6 04/24/2017

3.7 Certificate of Change as filed with the Secretary of State of the State of Nevada on February 1, 2019 10-K 001-38834 3.7 02/07/2019
~~II-3~~
3.8 Articles of Merger as filed with the Secretary of State of the State of Nevada on January 31, 2019 10-K 001-38834 3.8 02/07/2019

3.9 Certificate of Correction as filed with the Secretary of State of the State of Nevada on February 22, 2019 S-1/A 333-226840 3.9 03/14/2019

3.10 Articles of Merger of Sound Concepts, Inc. with and into NF Merger Sub, Inc. as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019 10-Q 001-38834 3.10 05/15/2019

3.11 Statement of Merger of Verb Direct, Inc. with and into NF Acquisition Company, LLC as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019 10-Q 001-38834 3.11 05/15/2019

3.12 Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on August 10, 2018 S-1 333-226840 4.28 08/14/2018

3.13 Certificate of Designation of Rights, Preferences, and Restrictions of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on August 12, 2019 10-Q 001-38334 3.12 08/14/2019

4.1 Common Stock Purchase Warrant (First Warrant) dated September 15, 2017, issued to Kodiak Capital Group, LLC 8-K 001-38834 4.1 10/02/2017

4.2 Common Stock Purchase Warrant (Second Warrant) dated September 15, 2017, issued to Kodiak Capital Group, LLC 8-K 001-38834 4.2 10/02/2017

4.3 Common Stock Purchase Warrant (Third Warrant) dated September 15, 2017, issued to Kodiak Capital Group, LLC 8-K 001-38834 4.3 10/02/2017

4.4 Common Stock Purchase Warrant dated December 5, 2017 issued to EMA Financial, LLC 8-K 001-38834 10.3 12/14/2017
~~II-4~~
4.5 Common Stock Purchase Warrant dated December 5, 2017 issued to Auctus Fund, LLC 8-K 001-38834 10.6 12/14/2017

4.6 Common Stock Purchase Warrant dated January 11, 2018 issued to EMA Financial, LLC 8-K 001-38834 10.3 01/26/2018

4.7 Common Stock Purchase Warrant dated January 10, 2018 issued to Auctus Fund, LLC 8-K 001-38834 10.6 01/26/2018

4.8 Convertible Promissory Note dated October 30, 2018 in favor of Ira Gains. 10-K 001-38834 4.31 02/07/2019

4.9 Convertible Promissory Note dated October 30, 2018 in favor of Gina Trippiedi 10-K 001-38834 4.32 02/07/2019

4.10 5% Original Issue Discount Promissory Note due August 1, 2019 issued in favor of Bellridge Capital, LP 10-K 001-38834 4.33 02/07/2019

4.11 Form of Investor Common Stock Purchase Warrant S-1/A 333-226840 4.34 04/02/2019

4.12 Form of Underwriter’s Common Stock Purchase Warrant S-1/A 333-226840 4.35 04/02/2019

4.13 Form of Common Stock Purchase Warrant in favor of A.G.P./Alliance Global Partners S-1/A 333-226840 4.36 04/02/2019

4.14 Form of Common Stock Purchase Warrant 10-Q 001-38834 4.37 08/14/2019

4.15 Verb Technology Company, Inc. 2019 Omnibus Incentive Plan# S-8 333-235684 4.13 12/23/2019

4.16 Form of Common Stock Purchase Warrant (granted by the Company in February 2020 and March 2020) 8-K 001-38834 4.38 02/25/2020

4.17 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K/A 001-38834 4.17 06/04/2020

4.18
Common Stock Purchase Warrant in favor of Iroquois Capital Investment Group LLC
S-3 333-243438 4.18 08/10/2020
~~II-5~~
4.19 Common Stock Purchase Warrant in favor of Iroquois Master Fund Ltd. S-3 333-243438 4.19 08/10/2020

4.20 Common Stock Purchase Warrant in favor of Kingsbrook Opportunities Master Fund LP S-3 333-243438 4.20 08/10/2020

4.21 Common Stock Purchase Warrant in favor of Meridian Newcastle Group, Inc. S-3 333-243438 4.21 08/10/2020

4.22 Common Stock Purchase Warrant in favor of Meridian Newcastle Group, Inc. S-3 333-243438 4.22 08/10/2020

5.1 Opinion of Troutman Pepper Hamilton Sanders LLP X

10.1 2014 Stock Option Plan# 8-K 001-38834 10.1 10/22/2014

10.2 Executive Employment Agreement dated December 20, 2019 by and between the Company and Rory J. Cutaia# 10-K 001-38834 10.2 05/14/2020

10.3 Settlement and Release Agreement dated February 6, 2015, by and among Songstagram, Inc., Jeff Franklin, and the Company 8-K 001-38834 10.1 03/09/2015

10.4 Form of Option Agreement for Messrs. Geiskopf and Cutaia# 8-K 001-38834 10.2 05/19/2016

10.5 Form of Stock Option Agreement between Jeffrey R. Clayborne and the Company# 8-K 001-38834 10.2 05/19/2016

10.6 Securities Purchase Agreement dated February 13, 2017, by and between the Company and certain purchasers named therein 8-K 001-38834 10.1 02/21/2017

10.7 Equity Purchase Agreement, as corrected, dated September 15, 2017, by and between the Company and Kodiak Capital Group, LLC 8-K/A 001-38834 10.1 10/27/2017

10.8 Registration Rights Agreement dated September 15, 2017, by and between the Company and Kodiak Capital Group, LLC 8-K 001-38834 10.2 10/02/2017
~~II-6~~
10.9 Securities Purchase Agreement dated December 5, 2017, by and between the Company and EMA Financial, LLC 8-K 001-38834 10.1 12/14/2017

10.10 Securities Purchase Agreement, dated December 5, 2017, by and between the Company and Auctus Fund, LLC 8-K 001-38834 10.4 12/14/2017

10.11 Securities Purchase Agreement dated December 13, 2017, by and between the Company and PowerUp Lending Group, LTD 8-K 001-38834 10.7 12/14/2017

10.12 Securities Purchase Agreement dated January 11, 2018, by and between the Company and EMA Financial, LLC 8-K 001-38834 10.1 01/26/2018

10.13 Securities Purchase Agreement, dated January 10, 2018, by and between the Company and Auctus Fund, LLC 8-K 001-38834 10.4 01/26/2018

10.14 SuiteCloud Developer Network Agreement, dated January 2, 2018, by and between the Company and Oracle 8-K 001-38834 10.1 04/23/2018

10.15 Lease Agreement, dated June 22, 2017, by and between La Park La Brea B LLC and the Company S-1 333-226840 10.33 08/14/2018

10.16 Renewal Amendment of Lease Agreement, dated May 1, 2018, by and between La Park La Brea B LLC and the Company S-1 333-226840 10.34 08/14/2018

10.17 Adobe Marketo LaunchPoint Accelerate Program Agreement, dated April 1, 2018, by and between the Company and Adobe Marketo S-1 333-226840 10.35 08/14/2018

10.18 Securities Purchase Agreement dated October 19, 2018 8-K 001-38834 10.36 10/25/2018

10.19 Agreement and Plan of Merger, dated November 8, 2018, by and among the Company, Sound Concepts, Inc., NF Merger Sub, Inc., NF Acquisition Company, LLC, the shareholders of Sound Concepts, Inc., and the shareholders’ representative 8-K 001-38834 10.1 11/14/2018
~~II-7~~
10.20 Letter Agreement dated November 8, 2018, by and among the Company, Sound Concepts, Inc., NF Merger Sub, Inc., NF Acquisition Company, LLC, the shareholders of Sound Concepts, Inc., and the shareholders’ representative 8-K 001-38834 10.2 11/14/2018

10.21 Letter Agreement dated November 12, 2018, by and among the Company, Sound Concepts, Inc., NF Merger Sub, Inc., NF Acquisition Company, LLC, the shareholders of Sound Concepts, Inc., and the shareholders’ representative 8-K 001-38834 10.3 11/14/2018

10.22 Securities Purchase Agreement dated February 1, 2019 by and between the Company and Bellridge 10-K 001-38834 10.40 02/07/2019

10.23 Lock-Up Agreement dated October 30, 2018, by and between the Company and Ira Gaines. 10-K 001-38834 10.41 02/07/2019

10.24 Lock-Up Agreement dated October 30, 2018, by and between the Company and Gina Trippiedi 10-K 001-38834 10.42 02/07/2019

10.25 Partner Application Distribution Agreement dated February 4, 2019, by and between the Company and Salesforce.com, Inc. 10-K 001-38834 10.43 02/07/2019

10.26 Service Agreement dated December 21, 2018, by and between the Company and Major Tom Agency Inc. 10-K 001-38834 10.44 02/07/2019

10.27 Lease Agreement dated February 5, 2019 by and between the Company and NPBeach Marina LLC S-1/A 333-226840 10.45 02/19/2019

10.28 Warrant Agent Agreement dated April 4, 2019 by and between the Company and VStock Transfer, LLC 8-K 001-38834 10.1 04/05/2019
~~II-8~~
10.29 Short-Term Demand Promissory Note of the Company in favor of David Martin dated March 22, 2019 S-1/A 333-226840 10.47 04/02/2019

10.30 Short-Term Demand Promissory Note of the Company in favor of Amin Somani dated April 2, 2019 10-Q 001-38834 10.48 05/15/2019

10.31 Demand Promissory Note of the Company in favor of Adam Wolfson dated April 30, 2019 10-Q 001-38834 10.49 05/15/2019

10.32 Short-Term Demand Promissory Note of the company in favor of Amin Somani dated March 29, 2019 10-Q 001-38834 10.50 08/14/2019

10.33 Amendment to Short-Term Promissory Note of the Company in favor of Amin Somani dated July 10, 2019 10-Q 001-38834 10.51 08/14/2019

10.34 Amendment to Short-Term Demand Promissory Note of the Company in favor of Amin Somani dated July 10, 2019 10-Q 001-38834 10.52 08/14/2019

10.35 Amendment to Short-Term Demand Promissory Note of the Company in favor of Adam Wolfson dated July 29, 2019 10-Q 001-38834 10.53 08/14/2019

10.36 First Amendment to Lease dated June 2, 2019 by and between the Company and NPBeach Marina LLC 10-Q 001-38834 10.54 08/14/2019

10.37 Extension Letter from the Company to NPBeach Marina LLC dated March 26, 2019 10-Q 001-38834 10.55 08/14/2019

10.38 Securities Purchase Agreement dated August 14, 2019 between the Company and certain purchasers identified therein 10-Q 001-38834 10.56 08/14/2019

10.39 Form of Omnibus Consultant and Acknowledgment Agreement, entered into as of February 7, 2020, by and between the Company and certain purchasers of the Company’s Series A convertible Preferred Stock and grantees of the Company’s common stock purchase warrants in August 2019 8-K 001-38834 10.58 02/25/2020
~~II-9~~
10.40 Form of alternative Omnibus Consultant And Acknowledgement Agreement, entered into as of February7, 2020, by and between the Company and certain purchasers of the Company’s Series A convertible Preferred Stock and grantees of the Company’s common stock purchase warrants in August 2019 8-K 001-38834 10.58a 02/25/2020

10.41 Form of Subscription Agreement (February and March 2020) entered into by the Private Placement investors and the Company 8-K 001-38834 10.59 02/25/2020

10.42 Promissory Note by Verb Technology Company, Inc. in favor of Zions Bancorporation, N.A. dated April 17, 2020 8-K 001-38834 10.1 05/14/2020

10.43 Form of Indemnity Agreement between Verb Technology Company, Inc. and each of its Executive Officers and Directors# 10-K/A 001-38834 10.43 06/04/2020

10.44 Settlement and Release Agreement dated as of August 5, 2020 by and among the Company, Iroquois Capital Investment Group LLC and Iroquois Master Fund Ltd. S-3 333-243438 10.44 08/10/2020

10.45 Settlement and Release Agreement dated as of August 5, 2020 by and between the Company and Kingsbrook Opportunities Master Fund LP S-3 333-243438 10.45 08/10/2020

10.46 Membership Interest Purchase Agreement, dated September 4, 2020, by and among Verb Acquisition Co., LLC, Ascend Certification, LLC, the sellers party thereto and Steve Deverall, as the seller representative 8-K 001-38834 10.1 9/10/2020

10.47 Promissory Note dated September 4, 2020 by Verb Acquisition Co., LLC in favor of Steve Deverall 8-K 001-38834 10.2 9/10/2020
~~II-10~~
10.48 Guaranty of Payment dated September 4, 2020 by Verb Technology Company, Inc. in favor of Steve Deverall 8-K 001-38834 10.3 9/10/2020

10.49 Exchange Agreement, dated September 4, 2020, by and among Verb Acquisition Co., LLC, Verb Technology Company, Inc. and the holders of Class B Units party thereto 8-K 001-38834 10.4 9/10/2020

10.50 Form of Contribution and Exchange Agreement, dated September 4, 2020, by and between Verb Acquisition Co., LLC and the investors party thereto 8-K 001-38834 10.5 9/10/2020

10.51 Amended and Restated Operating Agreement of Verb Acquisition Co., LLC, dated September 4, 2020, by and among Verb Acquisition Co., LLC and the members party thereto 8-K 001-38834 10.6 9/10/2020

10.52 Form of Private Placement Subscription Agreement 8-K 001-38834 10.1 4/11/2016

10.53 Independent Consultant Agreement dated as of August 15, 2019 by and between Verb Technology Company, Inc. and Adam Wolfson X

10.54 Restricted Stock Award Agreement dated as of September 4, 2020 by and between Verb Technology Company, Inc. and Dustin Kenyon X

14.1 Code of Ethics and Business Conduct for Directors, Senior Officers and Employees of Corporation 8-K 001-38834 14.1 10/22/2014

21.1 Subsidiaries of the Registrant X

23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1 hereto) X

23.2 Consent of Independent Registered Public Accounting Firm X

24.1 Power of Attorney (included on the signature page to this Registration Statement) X
~~(#)~~ ~~A contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors or executive officers are eligible to participate.~~
~~(*)~~ Certain of the agreements filed as exhibits contain representations and warranties made by the parties thereto. The assertions embodied in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were made or otherwise.
~~(b) Financial Statement Schedules.~~
~~No financial statement schedules are provided because~~‡ To be filed in accordance with the ~~information called for is not required or is shown either in the financial statements or notes.~~requirements of Item 601(b)(25) of Regulation S-K.

~~II-11~~ II-4

~~Item~~ITEM 17. ~~Undertakings.~~UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;~~
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration fee” table in the effective registration statement; and
~~(iii)~~
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or ~~any material change~~is contained in a form of prospectus filed pursuant to ~~such information in~~Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, ~~of 1933,~~ each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) ~~The undersigned Registrant hereby undertakes that~~That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
II-5
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the ~~Registrant is subject~~securities are offered or sold to ~~Rule 430C,~~such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act, each ~~prospectus filed~~filing of the registrant’s annual report pursuant to ~~Rule 424(b) as part~~Section 13(a) or 15(d) of athe Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement ~~relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,~~ shall be deemed to be ~~part of and included in the~~a new registration statement asrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the ~~date it is first used after effectiveness.~~ ~~Provided, however,~~ that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.initial bona fide offering thereof.

~~II-12~~
~~(5)~~(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the ~~Registrant~~registrant pursuant to the foregoing provisions, or otherwise, the ~~Registrant~~registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Registrant~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~(6)~~(8) The undersigned registrant hereby undertakes ~~that,~~to file an application for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
~~(7) The undersigned hereby further undertakes that:~~
(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
~~(ii) For~~ the purpose of determining ~~any liability~~the eligibility of the trustee to act under subsection (a) of Section 310 of the ~~Securities~~Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of ~~1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to~~ the ~~securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.~~Act.

~~II-13~~ II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in ~~the City of Newport Beach, California,~~American Fork, Utah, on ~~this 20th day of October, 2020.~~March 31, 2022.

~~Verb Technology Company, Inc.,~~VERB TECHNOLOGY COMPANY, INC.
~~a Nevada corporation~~

By: /s/ ~~RORY~~Rory J. ~~CUTAIA~~Cutaia
Rory J. Cutaia
~~President,~~Chairman of the Board, Chief Executive Officer, ~~Secretary~~President and ~~Director~~Secretary
(Principal Executive Officer)
By: /s/ Salman H. Khan
Salman H. Khan
Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each ~~person~~individual whose signature appears below constitutes and appoints each of Rory J. Cutaia and Salman H. Khan as his ~~attorney-in-fact~~or her true and ~~agent,~~lawful attorneys-in-fact and agents with ~~the~~full power of substitution, ~~and resubstitution,~~ for him or her and in his or her name, place orand stead, in any and all capacities, to sign any ~~amendment~~and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on ~~Form S-3,~~filing pursuant to Rule 462(b) promulgated under the Securities Act and all post-effective amendments thereto, and to file ~~such amendments, together~~the same, with all exhibits thereto and ~~other~~all documents in connection therewith, with the ~~SEC,~~Securities and Exchange Commission, granting ~~to such attorney-in-fact~~unto said attorneys-in-fact and ~~agent,~~agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, ~~and~~hereby ratifying and confirming all that ~~the attorney-in-fact~~said attorneys-in-fact and ~~agent,~~agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ ~~RORY~~Rory J. ~~CUTAIA~~Cutaia
~~President, Chief Executive Officer (principal executive officer), Secretary and Director~~Chairman of the Board, ~~October 20, 2020~~March 31, 2022
Rory J. Cutaia Chief Executive Officer, President and Secretary
(Principal Executive Officer)

/s/ ~~JAMES P. GEISKOPF~~Salman H. Khan
Chief Financial Officer March 31, 2022
Salman H. Khan (Principal Financial and Accounting Officer)
/s/ James P. Geiskopf
Lead Director ~~October 20, 2020~~March 31, 2022
James P. Geiskopf

/s/ ~~JEFFREY CLAYBORNE~~Phillip J. Bond
~~Chief Financial Officer (principal financial and accounting officer) and Treasurer~~ ~~October 20, 2020~~
~~Jeffrey Clayborne~~
~~/s/ PHILLIP J. BOND~~
Director ~~October 20, 2020~~March 31, 2022
Phillip J. Bond

/s/ ~~KENNETH~~Kenneth S. ~~CRAGUN~~Cragun
Director ~~October 20, 2020~~March 31, 2022
Kenneth S. Cragun

/s/ ~~NANCY HEINEN~~Judith Hammerschmidt
Director ~~October 20, 2020~~March 31, 2022
~~Nancy Heinen~~Judith Hammerschmidt

/s/ ~~JUDITH HAMMERSCHMIDT~~Nancy Heinen
Director ~~October 20, 2020~~March 31, 2022
~~Judith Hammerschmidt~~
Nancy Heinen

~~II-14~~ II-7

Calculation of Registration Fee
Title of Each Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.0001 par value per share		8,393,387	$	1.15	$	9,652,396	$	1,054

Large accelerated filer ~~[ ]~~	☐	Accelerated filer ~~[ ]~~	☐
Non-accelerated filer ~~[X]~~	☒	Smaller reporting company ~~[X]~~	☒
		Emerging growth company ~~[ ]~~	☐

Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾		Proposed Maximum Offering Price Per Security⁽¹⁾⁽²⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾		Amount of Registration Fee⁽³⁾
Common stock, $0.0001 par value per share		—		—		—		—
Preferred stock, $0.0001 par value per share		—		—		—		—
Debt Securities		—		—		—		—
Warrants		—		—		—		—
Units⁽⁴⁾		—		—		—		—
Total		—		—	$	100,000,000	$	9,270.00

(1)	This registration statement covers the registration of such indeterminate number of (a) shares of common stock; (b) shares of preferred stock; (c) debt securities; (d) warrants to purchase shares of common stock, shares of preferred stock, debt securities and/or units; and (e) units to purchase two or more of the other securities described in this registration statement in any combination, which together shall have an aggregate initial offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or as units with any other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock, shares of preferred stock, and warrants as may be issued upon the conversion of or exchange for preferred stock, the conversion of or exchange for debt securities, the exercise of warrants, or pursuant to the anti-dilution provisions of any such securities. In ~~accordance with~~addition, pursuant to Rule ~~416(a)~~416 under the Securities Act of 1933, as amended (the “Securities Act”), the ~~Registrant is also registering~~securities being registered hereunder aninclude such indeterminate number of shares of common stock ~~that~~or preferred stock as may be ~~issued and resold resulting from~~issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)	~~Estimated solely for~~The proposed maximum aggregate offering price per security will be determined from time to time by the ~~purpose~~registrant in connection with, and at the time of, ~~calculating~~ the ~~registration fee~~issuance of the securities and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3.

(3)	Calculated pursuant to Rule ~~457(c) of~~457(o) under the Securities Act based ~~upon~~on the proposed maximum aggregate offering price of ~~$1.15, which was the average~~all securities listed.

(4)	Each unit will be comprised of two or more of the ~~high and low prices for the Registrant’s common stock on The Nasdaq Capital Market on October 15, 2020.~~other securities described in this registration statement in any combination, which may or may not be separable from one another.

	~~Page~~

~~ABOUT THIS PROSPECTUS~~	ii

~~PROSPECTUS SUMMARY~~	1

~~RISK FACTORS~~	6

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~	6

~~USE OF PROCEEDS~~	6

~~DIVIDEND POLICY~~	6

~~MARKET INFORMATION FOR OUR COMMON STOCK~~	7

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	7

~~SELLING SECURITY HOLDERS~~	10

~~PLAN OF DISTRIBUTION~~	15

~~DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES~~	17

~~LEGAL MATTERS~~	17

~~EXPERTS~~	17

~~WHERE YOU CAN FIND ADDITIONAL INFORMATION~~	17

~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE~~	18

	Page

ABOUT THIS PROSPECTUS	1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION	2

ABOUT THE COMPANY	3

RISK FACTORS	4

USE OF PROCEEDS	5

GENERAL DESCRIPTION OF SECURITIES	6

DESCRIPTION OF CAPITAL STOCK	7

DESCRIPTION OF WARRANTS	21

DESCRIPTION OF UNITS	22

PLAN OF DISTRIBUTION	23

LEGAL MATTERS	24

EXPERTS	24

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	25

WHERE YOU CAN FIND MORE INFORMATION	26

Name and Address of Beneficial Owner(1)	Title of Class	Amount and Nature of Beneficial Ownership(2)			Percent of Class(3)
Rory J. Cutaia	Common		4,019,688	(4)		8.5	%
James P. Geiskopf	Common		781,733	(5)		1.7	%
Jeffrey R. Clayborne	Common		494,343	(6)		1.1	%
Philip J. Bond	Common		49,391	(7)		*
Kenneth S. Cragun	Common		49,391	(7)		*
Nancy Heinen	Common		4,891	(8)		*
Judith Hammerschmidt	Common		4,891	(8)		*
Chad J. Thomas	Common		226,694	(9)		*
All directors and executive officers as a group (8 persons)	Common		5,631,022			11.8	%

~~(1)~~	~~Messrs. Cutaia, Geiskopf, Bond and Cragun and Mses. Heinen and Hammerschmidt are the directors of our company. Messrs. Cutaia, Thomas and Clayborne are the named executive officers of our company.~~

~~(2)~~	Except as otherwise indicated, we believe that the beneficial owners of the shares of our common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws, where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

~~(3)~~	~~Percentage of common stock is based on 46,663,790 shares of our common stock issued and outstanding as of September 30, 2020.~~

~~(4)~~	Consists of 3,250,934 shares of our common stock held directly, 240,240 shares of our common stock held by Cutaia Media Group Holdings, LLC (an entity over which Mr. Cutaia has dispositive and voting authority), 54,006 shares of our common stock held by Mr. Cutaia’s spouse (as to which shares, he disclaims beneficial ownership), and 4,500 shares of our common stock held jointly by Mr. Cutaia and his spouse. Also includes 283,333 shares of our common stock underlying stock options held directly and that are exercisable within 60 days of the date of the table (as to which underlying shares, he disclaims beneficial ownership). The total also includes 186,675 shares of our common stock underlying warrants granted to Mr. Cutaia, which warrants are exercisable within 60 days of the date of the table. Excludes 974,525 restricted stock awards that will not vest within 60 days of the date of table. The total also excludes 665,460 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.

~~(5)~~	Includes 593,066 shares of our common stock held directly and 5,333 shares of our common stock held by Mr. Geiskopf’s children. Also includes 183,333 shares of our common stock underlying stock options exercisable within 60 days of the date of the table. Excludes 292,073 restricted stock awards that will not vest within 60 days of the date of the table.

~~(6)~~	Includes 214,801 shares of our common stock held directly. Also, includes 279,542 shares of our common stock underlying stock options that are exercisable within 60 days of the date of the table. Excludes 622,639 restricted stock awards that will not vest within 60 days of the date of the table. The total also excludes 253,343 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.

~~(7)~~	Includes 9,391 shares of our common stock held directly. Also includes 40,000 shares of our common stock underlying stock options exercisable within 60 days of the date of the table. Excludes 146,037 restricted stock awards that will not vest within 60 days of the date of the table. The total also excludes 26,667 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.

~~(8)~~	~~Includes 4,891 shares of our common stock held directly. Excludes 234,244 restricted stock awards that will not vest within 60 days of the date of the table.~~

~~(9)~~	Includes 137,805 shares of our common stock held directly. Also includes 88,889 shares of our common stock underlying stock options exercisable within 60 days of the date of the table. Excludes 44,444 shares of our common stock underlying stock options not exercisable within 60 days of the date of the table.

Plan category	Number of securities to be issued upon exercise of outstanding restricted stock awards, options, warrants and rights (a)		Weighted-average exercise price of outstanding restricted stock awards, options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		2,594,522	$	1.52		5,662,145
Equity compensation plans not approved by security holders		2,858,462	$	1.79		-
Total		5,452,984	$	1.66		5,662,145

	●	the title of the series of debt securities;

	●	any limit upon the aggregate principal amount that may be issued;

	●	the maturity date or dates;

	●	the form of the debt securities of the series;

	●	the applicability of any guarantees;

	●	whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

	●	whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;

	●	if the price at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined;

	●	the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

	●	our right, if any, to defer payment of interest and the maximum length of any such deferral period;

	●	if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;

	●	the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

	●	the denominations in which we will issue the series of debt securities;

	●	whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities;

	●	if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;

	●	if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

	●	additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;

	●	additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;

	●	additions to or changes in the provisions relating to satisfaction and discharge of the indenture;

	●	additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;

	●	whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;

	●	any restrictions on transfer, sale or assignment of the debt securities of the series;

	●	terms, if applicable, related to the auction or remarketing of the debt securities and any security for the obligations related to such debt securities;

	●	additions to or changes in or deletions to the provisions relating to covenant defeasance and legal defeasance;

	●	terms and conditions, if any, upon which we shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any securityholder that is not a “United States person” for federal tax purposes; and

	●	any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.

	●	if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;

	●	if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;

	●	if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

	●	if specified events of bankruptcy, insolvency or reorganization occur.

	Shares of Common Stock Beneficially Owned Prior			Maximum Number of shares of Common Stock to be Sold Pursuant to this		Shares of Common Stock Beneficially Owned After Offering(2)
Name of Beneficial Owner	to Offering			Prospectus(1)		Number		Percentage
Corvus International, Inc.		585,197	(3)		585,197		0		*
Kestrel Management, Inc.		585,197	(3)		585,197		0		*
The H2 Management Corp		585,197	(3)		585,197		0		*
Eclipse Enterprises and Management, Inc.		585,197	(3)		585,197		0		*
Benjamin Philip Mosbarger		100,457	(3)		100,457		0		*
Jason Etherington		100,457	(3)		100,457		0		*
Nate Babbel		100,457	(3)		100,457		0		*
Dustin Kyle Kenyon		247,703	(4)		247,703		0		*
Adam Wolfson		726,996			726,996		0		*
Kalai Chelvan Arumugam		100,000			100,000		0		*
Nigel Geoffrey Atkinson		33,333			33,333		0		*
Steven John Baggott		85,000			85,000		0		*
Richard De Basto		100,000			50,000		50,000		*
Tan Wooi Bee		20,833			20,833		0		*
Timothy Brouwer		20,833			20,833		0		*
Matthew Peter Chambers		16,667			16,667		0		*
Joseph Chi-Tsung Chan		60,000			60,000		0		*
Phui Keen Chan		12,000			12,000		0		*
Vicent Chong Khang Chian		40,000			40,000		0		*
Richard Edwin Clarke		12,500			12,500		0		*

~~(*)~~	~~Indicates beneficial ownership of less than 1%.~~●	the direction so given by the holder is not in conflict with any law or the applicable indenture; and

~~(1)~~	~~Amount includes 7,977,188 shares~~●	subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

	●	the holder has given written notice to the trustee of ~~common stock and 416,199 shares~~a continuing event of ~~common stock issuable upon exercise of the Consultant Warrants.~~default with respect to that series;

~~(2)~~	~~Assumes all shares being~~●	the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered ~~under this prospectus are sold. The percentage of beneficial ownership after~~to the ~~offering is based on 49,969,851 shares of common stock, consisting of 46,663,790 shares of common stock outstanding as of September 30, 2020~~trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the ~~3,306,061 shares of common stock offered under this prospectus not already issued~~trustee in compliance with the request; and ~~outstanding.~~

~~(3)~~	~~Represents~~ ●	the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

	●	to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;

	●	to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

	●	to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;

	●	to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;

	●	to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;

	●	to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above in the section entitled “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;

	●	to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or

	●	to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.

	●	extending the fixed maturity of any debt securities of any series;

	●	reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or

	●	reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.

	●	provide for payment;

	●	register the transfer or exchange of debt securities of the series;

	●	replace stolen, lost or mutilated debt securities of the series;

	●	pay principal of and premium and interest on any debt securities of the series;

	●	maintain an office or agency;

	●	maintain paying agencies;

	●	hold monies for payment in trust;

	●	recover excess money held by the trustee;

	●	compensate and indemnify the trustee; and

	●	appoint any successor trustee.

	●	issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

	●	register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

	●	the number of shares of ~~our~~ common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares, and the price at which ~~will~~such number of shares may be issued by us in the future from time to time under an exchange agreement pursuant to which the selling security holder may exchange his or its LLC Units for shares of our common stock on a one-for-one basis.purchased upon such exercise;

~~(4)~~	~~Amount represents 247,703 shares~~●	the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of ~~our common~~the series of preferred stock ~~issuable~~purchasable upon ~~vesting~~exercise of ~~restricted stock unit awards granted pursuant~~warrants to ~~the Restricted Stock Agreement, which vest on January 1, 2021.~~purchase preferred stock;

~~(5)~~	~~Timothy Edward Coulson has represented~~●	the principal amount of debt securities that ~~he is an affiliate~~may be purchased upon exercise of a ~~broker-dealer. Mr. Coulson has represented that he purchased~~debt warrant and the ~~shares of common stock in~~exercise price for the ordinary course of business, and at the time of the purchase of the shares of common stock to be resold, he had no agreements or understandings, directly or indirectly, with any person to distribute the shares of common stock.warrants;

~~(6)~~	~~Tan Yeow Joo~~●	the date, if any, on and ~~Tan Yeow Hong have represented that they are broker-dealers~~after which the warrants and ~~as such are deemed to~~the related common stock, preferred stock, debt securities and/or units will be ~~underwriters under this registration statement.~~separately transferable;

~~(7)~~	~~The registered holder~~●	the terms of any rights to redeem or call the ~~referenced shares to be registered is RKKC Pty Ltd.~~warrants;

~~(8)~~	~~Amount includes 22,500 shares of common stock~~●	the date on which the right to exercise the warrants will commence and ~~416,199 shares of common stock issuable upon exercise~~the date on which the right will expire; and

	●	any additional terms of the ~~Consultant Warrants.~~warrants, including terms, procedures and limitations relating to the exchange, exercise and settlement of the warrants.

	●	the title of the series of units;

	●	identification and description of the separate securities comprising the units;

	●	the price or prices at which the units will be issued;

	●	the date, if any, on and after which the securities comprising the units will be separately transferable; and

	●	any other terms of the units and their securities.

	●	through agents;

	●	to or through underwriters;

	●	to or through broker-dealers (acting as agent or principal);

	●	in “at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on ~~any national securities~~an exchange or ~~quotation service on which the securities may be listed~~otherwise; and/or

	●	directly to purchasers, through a specific bidding or ~~quoted~~auction process or otherwise.

	●	the name or names of any agents, underwriters or dealers;

	●	the type of securities being offered;

	●	the purchase price of our securities being offered and the net proceeds we expect to receive from the sale;

	●	any over-allotment options under which underwriters may purchase additional securities from us;

	●	any agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation;

	●	the public offering price;

	●	any discounts or concessions allowed or reallowed or paid to dealers; and

	●	any securities exchanges on which such securities may be listed.

	●	in the over-the-counter market;

	●	in ~~transactions otherwise than on these exchanges~~negotiated transactions; or ~~systems or in the over-the-counter market;~~

	●	~~through the writing~~under delayed delivery contracts or ~~settlement of options, whether such options are listed on an options exchange or otherwise;~~

	●	~~ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;~~

	●	~~block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;~~

	●	~~purchases by a broker-dealer as principal and resale by the broker-dealer for its account;~~

	●	~~an exchange distribution in accordance with the rules of the applicable exchange;~~

	●	~~privately negotiated transactions;~~

	●	~~short sales made after the date the registration statement of which this prospectus forms a part is declared effective by the SEC;~~

	●	~~broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;~~

	●	~~a combination of any such methods of sale; and~~

	●	~~any~~ other ~~method permitted pursuant to applicable law.~~contractual commitments.

	●	our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2021 as filed with the SEC on ~~May 14, 2020;~~March 31, 2022 (our “Annual Report”);

	●	~~our Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on June 4, 2020;~~

	●	~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 15, 2020;~~
	●	~~our Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2020, filed with the SEC on June 4, 2020;~~

	●	~~our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 14, 2020;~~

	●	~~our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 11, 2020;~~

	●	our Current Reports on Form 8-K as filed with the SEC on ~~February 25, 2020, March 23, 2020, March 27, 2020, May 4, 2020, May 14, 2020, July~~each of January 13, 2022 and January 24, ~~2020, July 30, 2020, July 31, 2020, August 17, 2020, August 20, 2020, September 10, 2020 and October 13, 2020;~~2022; and

	●	the description of our securities contained in Exhibit 4.17 ofto our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on May 14, 2020, including any amendment or report filed for the purpose of updating such description.

SEC Registration Fee	$	1,054
Accounting Fees and Expenses		2,500
Legal Fees and Expenses		20,000
Printing Costs		—
Miscellaneous		1,500
Total	$	25,054

SEC registration fee	$	9,270
FINRA filing fees	$		*
Legal fees and expenses	$		*
Accounting fees and expenses	$		*
Printing fees and expenses	$		*
Transfer agent and registrar fees and expenses	$		*
Miscellaneous	$		*
Total expenses	$		*