Verb(US:VERB)2025-08-06 13:28Cautionary Note Regarding Forward-Looking Statements Standard disclaimer on forward-looking statements, highlighting risks from crypto strategy, customer base, new products, and global trends - Forward-looking statements are identified by words like 'anticipates,' 'believes,' 'expects,' and 'plans,' and are subject to numerous known and unknown risks and uncertainties11 - Key risks include the decision to implement a cryptocurrency treasury strategy (Toncoin dependence), ability to maintain and expand customer base, impact of Toncoin price on financial results, changes in digital asset regulatory landscape, availability of Toncoin staking opportunities, successful launch and adoption of new platforms like MARKET.live, and the impact of global economic, political, and social trends1213 - Other risks include significant net losses, ability to grow and compete, competitive market, strategic relationships, technological developments, dependence on third-party providers, attracting and retaining management, cybersecurity incidents, and Nasdaq listing compliance1415 Part I - Financial Information Item 1 - Financial Statements (Unaudited) Unaudited condensed consolidated financial statements for Q2 2025 and 2024, detailing operations, balance sheets, equity, and cash flows Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (in thousands) | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | 2025 | 2024 | 2025 | 2024 | | Revenue | $ 2,123 | $ 37 | $ 3,428 | $ 44 | | Costs and expenses: | | | | | | Cost of revenue | 611 | 31 | 958 | 36 | | Depreciation and amortization | 336 | 269 | 622 | 525 | | General and administrative | 4,110 | 2,142 | 7,441 | 5,105 | | Total costs and expenses | 5,057 | 2,442 | 9,021 | 5,666 | | Operating loss | (2,934) | (2,405) | (5,593) | (5,622) | | Total other income (expense), net | 329 | 674 | 550 | 446 | | Net loss before income taxes | (2,605) | (1,731) | (5,043) | (5,176) | | Income tax expense (benefit) | (253) | - | (253) | - | | Net loss | (2,352) | (1,731) | (4,790) | (5,176) | | Net loss attributable to Verb Technology Company, Inc. | (2,376) | (1,731) | (4,940) | (5,176) | | Preferred stock dividend payable | (85) | (66) | (85) | (141) | | Net loss to common stockholders | $ (2,461) | $ (1,797) | $ (5,025) | $ (5,317) | | Loss per share - basic and diluted | $ (1.79) | $ (3.35) | $ (4.19) | $ (15.37) | | Weighted average number of common shares outstanding | 1,377,153 | 536,271 | 1,199,464 | 345,996 | Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2025 | | December 31, 2024 | | :--- | :--- | :--- | :--- | | ASSETS | | | | | Current assets: | | | | | Cash | $ 4,350 | $ 7,617 | | Restricted cash | 883 | 878 | | Accounts receivable, net | 616 | 350 | | ERC receivable – short-term | 734 | 2,458 | | Short-term investments - trading | 5,125 | 4,913 | | Prepaid expenses and other current assets | 191 | 252 | | Total current assets | 11,899 | 16,468 | | Capitalized software development costs, net | 2,585 | 2,992 | | Property and equipment, net | 342 | 331 | | Operating lease right-of-use assets | 273 | 340 | | Intangible assets, net | 1,061 | 178 | | Goodwill | 5,165 | - | | Convertible notes receivable | 1,155 | - | | Investment in equity securities | 563 | - | | Bifurcated embedded derivative asset | 350 | - | | Other assets | 266 | 326 | | Total assets | $ 23,659 | $ 20,635 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | Current liabilities: | | | | | Accounts payable | $ 425 | $ 731 | | Accrued expenses | 2,062 | 2,326 | | Contract liabilities | 178 | 134 | | Accrued payroll | 394 | 425 | | Accrued officers' compensation | 284 | 534 | | Note payable, current | - | 20 | | Operating lease liabilities, current | 138 | 124 | | Preferred dividend payable | 85 | - | | Total current liabilities | 3,566 | 4,294 | | Long-term liabilities: | | | | | Note payable, non-current | - | 98 | | Contingent liability, non-current | 600 | - | | Operating lease liabilities, non-current | 144 | 222 | | Total liabilities | 4,310 | 4,614 | | Stockholders' equity: | | | | | Series D Preferred Stock | 5,000 | - | | Common stock | 1 | 1 | | Additional paid-in capital | 206,498 | 203,295 | | Accumulated deficit | (192,119) | (187,094) | | Total stockholders' equity in Verb Technology Company, Inc. | 19,380 | 16,202 | | Non-controlling interests | (31) | (181) | | Total stockholders' equity | 19,349 | 16,021 | | Total liabilities and stockholders' equity | $ 23,659 | $ 20,635 | Condensed Consolidated Statements of Stockholders' Equity Condensed Consolidated Statements of Stockholders' Equity (in thousands) For the six months ended June 30, 2025 (in thousands): | | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling interests | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2024 | $ - | $ 1 | $ 203,295 | $ (187,094) | $ (181) | $ 16,021 | | Sale of Series D Preferred Shares | 5,000 | - | (300) | - | - | 4,700 | | Shares issued in connection with acquisition | - | - | 1,000 | - | - | 1,000 | | Fair value of vested restricted stock awards and stock options | - | - | 2,503 | - | - | 2,503 | | Series D Preferred Stock dividend payable | - | - | - | (85) | - | (85) | | Net income (loss) | - | - | - | (4,940) | 150 | (4,790) | | Balance as of June 30, 2025 | $ 5,000 | $ 1 | $ 206,498 | $ (192,119) | $ (31) | $ 19,349 | For the six months ended June 30, 2024 (in thousands): | | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling interests | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at December 31, 2023 | $ 2,980 | $ 1 | $ 175,766 | $ (175,622) | $ - | $ 3,125 | | Sale of common stock from public offering | - | - | 18,596 | - | - | 18,596 | | Fair value of vested restricted stock awards and stock options | - | - | 638 | - | - | 638 | | Fair value of common shares issued as payment on notes payable | - | - | 2,867 | - | - | 2,867 | | Series C Preferred Stock redeemed in exchange for common shares |