Verb(US:VERB)2025-05-13 12:20PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED) This section presents the unaudited condensed consolidated financial statements for Q1 2025, highlighting significant revenue growth, reduced net loss, and details on business units, accounting policies, and subsequent events Condensed Consolidated Financial Statements The company's Q1 2025 revenue surged to $1,305 thousand, net loss improved to $(2,438) thousand, and total assets stood at $18,368 thousand as of March 31, 2025 Condensed Consolidated Statements of Operations (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenue | $1,305 | $7 | | Total costs and expenses | $3,964 | $3,224 | | Operating loss | $(2,659) | $(3,217) | | Net loss | $(2,438) | $(3,445) | | Net loss attributable to Verb | $(2,564) | $(3,445) | | Loss per share – basic and diluted | $(2.51) | $(22.60) | Condensed Consolidated Balance Sheet Highlights (in thousands) | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | $6,275 | $7,617 | | Total current assets | $14,251 | $16,468 | | Total assets | $18,368 | $20,635 | | Total current liabilities | $3,644 | $4,294 | | Total liabilities | $3,827 | $4,614 | | Total stockholders' equity | $14,541 | $16,021 | Condensed Consolidated Statements of Cash Flows (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,070) | $(2,209) | | Net cash used in investing activities | $(152) | $(41) | | Net cash provided by (used in) financing activities | $(118) | $12,079 | | Net change in cash and restricted cash | $(1,340) | $9,829 | Notes to Condensed Consolidated Financial Statements The notes detail the company's three revenue-generating business units, segment performance for Q1 2025, and significant subsequent events including the acquisition of Lyvecom and a $5 million equity financing - The company's business is comprised of three units: MARKET.live (social commerce), GO FUND YOURSELF! (interactive crowdfunding platform), and Vanity Prescribed (telehealth initiative)293335 Segment Performance for Q1 2025 (in thousands) | Reportable Segments | Revenues | Operating income (loss) | | :--- | :--- | :--- | | MARKET.live | $561 | $(619) | | Go Fund Yourself | $744 | $303 | | Corporate | $- | $(2,343) | | Consolidated | $1,305 | $(2,659) | - On April 11, 2025, the company acquired Lyvecom, an AI-driven video commerce platform, with the purchase price including $3 million in cash, repayment of $1.125 million in S.A.F.E. instruments, payment of a $100 thousand loan, and issuance of 184,812 restricted shares valued at $1 million32131 - Subsequent to the quarter end, on April 22, 2025, the company raised $5 million in cash by selling 5,000 shares of Series D Non-Convertible Preferred Stock to an investor132133134 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses the company's financial performance, highlighting a significant strategic shift, resulting revenue growth, improved non-GAAP Modified EBITDA, and strengthened liquidity post-quarter-end through acquisition and equity financing Results of Operations Revenue for Q1 2025 dramatically increased to $1,305 thousand, driven by new business units, while operating loss narrowed and Modified EBITDA showed significant improvement Comparison of Q1 2025 vs. Q1 2024 (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $1,305 | $7 | $1,298 | | Operating loss | $(2,659) | $(3,217) | $558 | | Net loss | $(2,438) | $(3,445) | $1,007 | Comparison of Q1 2025 vs. Q4 2024 (in thousands) | | March 31, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $1,305 | $723 | $582 | | Operating loss | $(2,659) | $(3,710) | $1,051 | | Net loss | $(2,438) | $(3,369) | $931 | Modified EBITDA Reconciliation (Non-GAAP, in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net loss | $(2,438) | $(3,445) | | Total EBITDA adjustments | $1,400 | $946 | | Modified EBITDA | $(1,038) | $(2,499) | Liquidity and Capital Resources As of March 31, 2025, the company held $12,236 thousand in cash and liquid investments, with improved operating cash flow and a $5 million equity financing post-quarter-end enhancing liquidity Liquidity Position (in thousands) | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | $6,275 | $7,617 | | Restricted Cash | $880 | $878 | | Investments (Govt. & Corp.) | $5,081 | $4,913 | | Total | $12,236 | $13,408 | - Net cash used in operating activities decreased to $(1,070) thousand for the three months ended March 31, 2025, compared to $(2,209) thousand for the same period in 2024174176 - Subsequent to the quarter, the company secured $5,000 thousand in a private placement of Series D Preferred Stock, enhancing its capital resources157 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, Verb Technology is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Verb Technology is not required to provide quantitative and qualitative disclosures about market risk205 ITEM 4 - CONTROLS AND PROCEDURES Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting during the quarter - Management, including the principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025207 - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls208 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The company is appealing a $584 thousand judgment related to a breach of contract claim from a former employee of a predecessor company, with the judgment amount bonded - The company is appealing a judgment of $584 thousand related to a breach of contract claim from a former employee of a predecessor company dating back to 2015121212 ITEM 1A - RISK FACTORS There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes in the risk factors from those identified in the 2024 Form 10-K filed on March 25, 2025213 ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The company reported no unregistered sales of equity securities or use of proceeds during the reporting period - None214 ITEM 5 - OTHER INFORMATION No director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended March 31, 2025 - No director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended March 31, 2025217 ITEM 6 - EXHIBITS This section provides an index of all exhibits filed with the Form 10-Q, including the Certificate of Designation for Series D Preferred Stock, the Lyvecom acquisition agreement, and the recent equity financing agreement - Exhibits filed include the Certificate of Designation of Series D Preferred Stock, the Stock Purchase Agreement for Lyvecom, Inc., and the Securities Purchase Agreement with Streeterville Capital, LLC221