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☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Verb Technology Company, Inc. (Exact name of registrant as specified in its charter) Nevada incorporation or organization)3024 Sierra Juniper CourtLas Vegas,Nevada (855)250-2300 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4 - CONTROLS AND PROCEDURESPART II - OTHER INFORMATIONITEM 1 - LEGAL PROCEEDINGSITEM 1A - RISK FACTORSITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ITEM 6 - EXHIBITSSIGNATURES2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable risks anduncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not statements of historical facts and statements also include the assumptions underlying or relating to such statements.Our forward-looking statements are based on our management’s current beliefs, assumptions and expectations about future eventsand trends, which affect or may affect our business, strategy, operations, financial performance or liquidity. Although we believe these ● the competitive market in which we operate;● our ability to increase the number of our strategic relationships or grow the revenues received from our current strategic The foregoing list may not include all of the risk factors that impact the forward-looking statements made in this QuarterlyReport. Our actual financial condition and results could differ materially from those expressed or implied by our forward-lookingstatements as a result of various additional factors, including those discussed in the sections entitled “Management’s Discussion and Operating Activities:$(2,438)$ Depreciation and amortization286Share-based compensation958Unrealized gain on short-term investments – trading(83)Amortization of debt discount-Amortization of debt issuance costs-Change in fair value of derivative liability- ERC receivable1,724Prepaid expenses and other current assets-Operating lease right-of-use assets33Accounts payable, accrued expenses, and accrued interest(743)Contract liabilities104Operating lease liabilities(29)Net cash used in operating activities(1,070) Purchases of intangible assets-Net cash used in investing activities(152)Financing Activities:Proceeds from sale of common stock offerings-Payments for accrued offering costs related to common stock offerings-Proceeds from (payments for) sale of preferred stock offerings- Cash and restricted cash - beginning of period8,495Cash and restricted cash - end of period$7,155$See accompanying notes to the condensed consolidated financial statements8 1.DESCRIPTION OF BUSINESSOur Business Our business is currently comprised of three distinct, yet complimentary business units, all three of which are currently operatingand generating revenue. The first business unit is MARKET.live focused on interactive video-based social commerce. OurMARKET.live platform is a multi-vendor, livestream social shopping destination leveraging the convergence of ecommerce andentertainment. Brands, retailers and creators that join MARKET.live have the ability to broadcast livestream shopping eventssimultaneously on numerous social media channels, including TikTok, YouTube, LinkedIn, Facebook, Instagram, Twitch, as well as onMARKET.live, reaching exponentially larger audiences. products featured in MARKET.live shoppable videos, place products in a native shopping cart and checkout – all without leavingFacebook or Instagram. Our TikTok technology integration allows shoppers watching a MARKET.live stream on TikTok to stay onTikTok and check out through TikTok, eliminating the friction or reluctance of TikTok users to leave their TikTok feed in order tocomplete their purchase. Our technology integration allows the purchase data to flow back through MARKET.live and to theindividual vendors and stores on MARKET.live seamlessly for fulfillment of the orders.Last year we announced an expanded strategic relationship with TikTok evidenced by a formal partnership with TikTok Shoppursuant to which MARKET.live became a service provider for TikTok Shop and officially designated as a TikTok Shop Partner commerce platform, pursuant to a stock purch