ITEM 1A. RISK FACTORS 9
ITEM 1B. UNRESOLVED STAFF COMMENTS 20
ITEM 2. PROPERTIES 21
ITEM 3. LEGAL PROCEEDINGS 21
ITEM 4. MINE SAFETY DISCLOSURES 21
ITEM 6. [RESERVED] 22
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 37
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 37
ITEM 9A. CONTROLS AND PROCEDURES 38
ITEM 9B. OTHER INFORMATION 39
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 39
PART III 39
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 39
ITEM 11. EXECUTIVE COMPENSATION 47
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 64
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 65
CAUTIONARY
NOTE REGARDING Forward-Looking Statements
This
Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (this “Annual Report”) includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable
risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not statements of historical
facts and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“projects,” “seeks,” “should,” “will,” “would” or similar expressions and
the negatives of those expressions. Forward-looking 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 events and
trends, which affect or may affect our business, strategy, operations, financial performance or liquidity. Although we believe these
forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties
and are made in light of information currently available to us. Some of the risks and uncertainties that may impact our forward-looking
statements include, but are not limited to, the following factors:
●
our incursion of significant net losses and uncertainty whether we will achieve or maintain profitable operations;
●
our ability to continue as a going concern;
●
our ability to grow and compete in the future, and to execute our business strategy;
●
our ability to maintain and expand our customer base and to convince our customers to increase the use of our services and/or platform;
●
the competitive market in which we operate;
●
our ability to increase the number of our strategic relationships and grow the revenues from our current strategic relationships;
●
our ability to develop enhancements and new features to our existing service or acceptable new services that keep pace with technological
developments;
●
our ability to successfully launch new product platforms, including MARKET.live, the rate of adoption of these platforms and the revenue
generated from these platforms;
●
the novel coronavirus (“COVID-19”) pandemic, which has had a negative impact on our business, results of operations and financial
condition;
●
our ability to deliver our services, in light of our dependency on third party Internet providers;
●
our ability to raise additional capital or borrow additional funds to fund our operations and execute our business strategy, and the
impact of these transactions on our business and existing stockholders;
●
our ability to attract and retain qualified management personnel;
●
our ability to pay our debt obligations as they become due;
●
our susceptibility to security breaches and other disruptions;
● our ability to maintain
compliance with the listing requirements of the Nasdaq Capital Market; and
●
the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain global
economic, political, and social trends, including inflation, rising interest rates, and recessionary concerns.
The
forward-looking statements contained in this Annual Report are based on management’s current plans, estimates and expectations
in light of information currently available to us, and they are subject to uncertainty and changes in circumstances. There can be no
assurance that future developments affecting us will be those we have anticipated. Actual results may differ materially from these expectations
due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of
which are beyond our control, as well as the other factors described in the section entitled “Risk Factors” within
this Annual Report and in the other reports we file with the Securities and Exchange Commission (“SEC”). These risks and
uncertainties include those described in the section entitled “Risk Factors.”
You
should not place undue reliance on these forward-looking statements. Our forward-looking statements are based on the information currently
available to us and speak only as of the date on which they were made. Additional factors or events that could cause our actual results
to differ may also emerge from time to time, and it is not possible for us to predict all of them. Over time, our actual results, performance,
or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant
and materially adverse to our security holders. Comparisons of results for current and any prior periods are not intended to express
any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data. Except
as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise. We have identified some of the important factors that could cause future events to differ from our current
expectations and they are described in this Annual Report under the captions “Risk Factors,” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” as well as in other documents that we may file with
the SEC, all of which you should review carefully. We qualify all of our forward-looking statements by these disclaimers.
PART
I
ITEM
1. BUSINESS
Overview
We are a Software-as-a-Service
(“SaaS”) applications platform developer. We offer three platforms, each designed for a specific target customer. Our SaaS
platform for the direct sales industry is comprised of a suite of interactive video-based sales enablement business software products
marketed on a subscription basis. Available in both mobile and desktop versions, our base SaaS product is verbCRM, our Customer Relationship
Management (“CRM”) application, to which our clients can add a choice of enhanced, fully integrated application modules that
include , verbLEARN, our gamified Learning Management System application; verbLIVE, our Live Stream interactive eCommerce application;
and verbPULSE, our business/augmented intelligence notification and sales coach application. verbTEAMS is our standalone, self-onboarding,
video-based CRM and content management application for life sciences companies, professional sports teams, small businesses, and solopreneurs,
with seamless one-button synchronization with Salesforce, that also comes bundled with verbLIVE. MARKET.live is our multi-vendor, multi-presenter,
livestream social shopping platform, that combines ecommerce and entertainment.
We
use the term “client” and “customer” interchangeably throughout this Annual Report.
Our
SaaS Technology
Our
suite of SaaS applications can be distinguished from other sales enablement applications because our applications utilize our
proprietary interactive video technology as the primary means of communication between sales and marketing professionals and their
customers and prospects. Moreover, the proprietary data collection and analytics capabilities of our applications inform our users
on their devices in real time, when and for how long their prospects have watched a video, how many times such prospects watched it,
and what they clicked on, which allows our users to focus their time and efforts on ‘hot leads’ or interested prospects
rather than on those that have not seen such video or otherwise expressed interest in such content. Users can create their hot lead
lists by using familiar, intuitive ‘swipe left/swipe right’ on-screen navigation. Our clients report that these
capabilities provide for a much more efficient and effective sales process, resulting in increased sales conversion rates. We
developed the proprietary patent-pending interactive video technology, as well as several other patent-issued and patent-pending
technologies that serve as the unique foundation for all our platform applications.
Our
Products
verbCRM is our baseline
white-labelled product designed specifically for direct sales professionals that combines the capabilities of CRM lead-generation, content
management, and in-video ecommerce capabilities in an intuitive, yet powerful tool for both inexperienced as well as highly skilled sales
professionals. verbCRM allows users to quickly and easily create, distribute, and post videos to which they can add a choice of on-screen
clickable icons that, when clicked, allow viewers to respond to the user’s call-to-action in real-time, in the video, while the
video is playing, without leaving or stopping the video. For example, our technology allows a prospect or customer to click on a product
they see featured in a video and impulse buy it, or to click on a calendar icon in the video to make an appointment with a salesperson,
among many other features and functionalities designed to eliminate or reduce friction from the sales process for our users. The verbCRM
app is designed to be easy to use and navigate and takes little time and training for a user to begin using the app effectively. It usually
takes less than four minutes for a novice user to create an interactive video from our app. Users can add interactive icons to pre-existing
videos, as well as to newly created videos shot with practically any mobile device. verbCRM interactive videos can be distributed via
email, text messaging, chat app, or posted to popular social media directly and easily from our app. No software download is required
to view Verb interactive videos on virtually any mobile or desktop device, including smart TVs. VerbCRM is designed to accommodate a suite
of applications as add-on modules that integrate fully and seamlessly into the platform. These include verbLEARN, verbLIVE, and verbPULSE,
each of which is described below.
verbLEARN
is an interactive, video-based learning management system that incorporates all of the clickable in-video technology featured in
our verbCRM application and adapts them for use by educators for video-based education. verbLEARN is used by enterprises seeking to educate
a large sales team or a customer base about new products, or elicit feedback about existing products. It also incorporates Verb’s
proprietary data collection and analytics capabilities that inform users in real time when and for how long the viewers watched the video,
how many times they watched it, and what they clicked on, in addition to adding gamification features that enhance the learning aspects
of the application.
verbLIVE
is a next-generation interactive live-stream platform with in-video ecommerce capabilities for sales reps that allows them to utilize
a variety of novel sales-driving features, including placing interactive icons on-screen that appear on the screens of all viewers, providing
in-video click-to-purchase capabilities for products or services featured in the live video broadcast, in real-time, driving friction-free
selling. verbLIVE also provides the sales reps with real-time viewer engagement data and interaction analytics. verbLIVE is entirely
browser-based, allowing it to function easily and effectively on all devices without requiring the host or the viewers to download software,
and is secured through end-to-end encryption.
verbPULSE
is a business/augmented intelligence notification-based sales enablement platform feature set that tracks users’ interactions
with current and prospective customers and then helps coach users by telling them what to do next in order to close the sale, virtually
eliminating the lack of skill, training and experience among sales reps from the selling process.
verbTEAMS is
our standalone interactive, video-based CRM for professional sports teams, small-and medium-sized businesses and solopreneurs.
verbTEAMS also incorporates verbLIVE as a bundled application. verbTEAMS features self-sign-up, self-onboarding, self-configuring,
content management system capabilities, user level administrative capabilities, and high-quality analytics capabilities in both
mobile and desktop platforms that sync with one another. It also has a built-in one-click sync capability with
Salesforce.
MARKET.live
is akin to a virtual shopping mall, a centralized online destination where shoppers could explore hundreds, and over time thousands,
of shoppable stores for their favorite brands, influencers, creators and celebrities, all of whom can host livestream shopping events
from their virtual stores that can be seen by all shoppers at the virtual mall. Every store operator can host livestream events, even
simultaneously, and over time we expect there will be thousands of such events, across numerous product and service categories, being
hosted by people from all over the world, always on – 24/7 - where shoppers could communicate with the hosts and ask questions
about products directly to the host in real-time through an on-screen chat visible to all shoppers. Shoppers can invite their friends
and family to join them at any of the live shopping events to share the experience - to communicate directly with each other in real
time, and then simply click on a non-intrusive - in-video overlay to place items in an on-screen shopping cart for purchase – all
without interrupting the video. Shoppers can visit any number of other shoppable events to meet up and chat with friends, old and new,
and together watch, shop and chat with the hosts, discover new products and services, and become part of an immersive entertaining social
shopping experience. Throughout the experience, the shopping cart follows shoppers seamlessly from event to event, shoppable video to
shoppable video, host to host, product to product.
The
MARKET.live business model is a simple but next-level B to B play. It is a multi-vendor platform, with a single follow-me style unified
shopping cart, and robust ecommerce capabilities with the tools for consumer brands, big box brick and mortar stores, boutiques, influencers
and celebrities to connect with their clients, customers, fans, followers, and prospects by providing a unique, interactive social shopping
experience that we believe could keep them coming back and engaged for hours.
A
big differentiator for MARKET.live is that it also provides an online meeting place for friends and family to meet, chat, shop and enjoy
a fun, immersive shopping experience in real time together from anywhere and everywhere in the world. MARKET.live will provide vendors
with extensive business building analytics capabilities not available on, and not shared by many operators of other social media sites
who regard that information as valuable proprietary property. All vendors on MARKET.live will retain this valuable intelligence for their
own, unlimited use.
MARKET.live
allows vendors an opportunity to reach not only the shoppers they invite to the site from their own client and contact lists, but also
those shoppers who came to the site independently who will discover these vendors as they browse through the many other shoppable events
hosted simultaneously on MARKET.live 24/7, from around the world. We believe our revenue model will be attractive to vendors and will
consist of SaaS recurring revenue as well as a share of revenue generated through sales on the platform.
MARKET.live
is simply a platform; we hold no inventory, we take no inventory risk, and each vendor manages their own packing and fulfillment, as
well as returns. Only vendors that have a demonstrated ability to manage inventory and fulfillment are selected to participate on MARKET.live.
As
we continue onboarding vendors to the platform, we are seeing increased interest from product manufacturers seeking to embrace MARKET.live’s
direct-to-consumer selling capabilities, cutting-out distribution channel partners in order to reduce costs and increase profitability.
As the economy tightens, we expect that trend to accelerate.
MARKET.live
will also incorporate a modified version of our verbLIVE Attribution technology, allowing vendors who so choose, to leverage extremely
powerful, built-in affiliate marketing capabilities. Non-vendor visitors to the site can search for those vendors that have activated
the built-in affiliate marketing feature for their events and be compensated when people they referred to that vendor, purchase products
or services during that vendor’s shopping event. We expect that this feature, unique to MARKET.live, will drive many more shoppers
who will be referred from all over the world, producing a cross-pollination effect enhancing the revenue opportunities for all MARKET.live
vendors, while also creating an attractive income generating opportunity for non-vendor MARKET.live patrons.
MARKET.live
is an entirely new platform, built wholly independently and separate from our verbLIVE sales platform, representing what we believe is
the state of the art of shoppable video technology. Whereas verbLIVE is a sales tool for sales reps that subscribe either directly or
through their principal to verbCRM or verbTEAMS, MARKET.live is a multivendor social shopping platform for retailers, brands, manufacturers,
creators and influencers who seek to participate in an open market-style eco-system environment.
Last fall we launched our “Creators on MARKET,” a new program that allows creators to monetize their content through livestream
shopping and personalized storefronts on MARKET.live. The program is being marketed to video content creators across multiple social
media channels. Through this new program, creators and influencers can choose the products they love from hundreds of brands and retailers
on MARKET.live and offer their fans and followers those products through livestream shopping events broadcast live on MARKET.live and
simulcast on the creators’ existing social platforms. They can also offer their favorite products through the Creators’ personally
branded storefronts they can establish quickly and easily on MARKET.live. Depending on the products chosen, Creators can earn between
5% and 20% of their gross sales at no cost and no risk to the Creators selected to participate in the program.
With
more than 12 million products from brands like Athleta, Best Buy, Target, Container Store, Banana Republic, GAP, Saks Off 5th, SSENSE,
LOFT, DERMSTORE, INTERMIX, UNCOMMON GOODS, and many more, Creators can choose to feature their favorite products and promote and sell
them to their fans and followers. All MARKET.live events are interactive so followers and fans can chat with the Creators in real time,
as well as with one another, creating a more entertaining and engaging social shopping experience. When their interest level peaks, Creators’
fans and followers can click on the screen to buy the products. Creators accepted into the program are not required to make any investment
in inventory, nor do they have the burden of managing fulfillment or shipping. The only requirement for them to remain in the program
is for them to continue to create and promote the same videos they’re already doing on YouTube and elsewhere online. Livestream
events are recorded and available to watch in the Creators’ personally branded stores on MARKET.live for those fans and followers
to return 24/7 after the livestream events to browse and purchase the Creators’ featured products, as the recorded livestream videos
remain shoppable.
verbTV
will launch as a feature of our MARKET.live platform, serving to draw an audience of people seeking to consume video content that
is also interactive and shoppable. We expect this additional audience will also be exposed to and enhance the eco-system of shoppers
and retailers on MARKET.live. Over time it is anticipated that verbTV will feature concerts, game shows, sports, including e-sports,
sitcoms, podcasts, special events, news, including live events, and other forms of video entertainment that is all interactive and shoppable.
verbTV represents an entirely new distribution channel for all forms of content by a new generation of content creators looking for greater
freedom to explore the creative possibilities that a native interactive video platform can provide for their audience. We believe content
creators may also enjoy greater revenue opportunities through the native ecommerce capabilities the platform provides to sponsors and
advertisers who will enjoy real-time monetization, data collection and analytics. Through verbTV, sponsors and advertisers will be able
to accurately measure the ROI from their marketing spend, instead of relying on imprecise viewership information traditionally offered
to television sponsors and advertisers.
Verb
Partnerships and Integrations
verbMAIL
for Microsoft Outlook and Salesforce Integration of verbLIVE and verbTEAMS. verbMAIL is a product of our partnership with Microsoft
and is available as an add-in to Microsoft Outlook for Outlook and Office 365 subscribers. verbMAIL allows users to create interactive
videos seamlessly within Outlook by clicking the verbMAIL icon in the Outlook toolbar. The videos are automatically added to an email
and can be sent easily through Outlook using the user’s contacts they already have in Outlook. The application allows users to
easily track viewer engagement and together with other features represents an effective sales tool available for all Outlook users worldwide.
We have completed and deployed the integration of verbLIVE into Salesforce and have a verbTEAMS sync application for Salesforce users.
To date, adoption of these products has been low due in large part to management’s decision to reduce and deploy development and
marketing resources to other areas of the Company’s business that it believes can generate a greater return on investment.
Popular
Enterprise Back-Office System Integrations. We have integrated verbCRM into systems offered by 19 of the most popular direct
sales back-office system providers, such as Direct Scale, Exigo, By Design, Thatcher, Multisoft, Xennsoft, Ziplingo, and
Party Plan. Direct sales back-office systems provide many of the support functions required for direct sales operations, including
payroll, customer genealogy management, statistics, rankings, and earnings, among other direct sales financial tracking
capabilities. The integration into these back-office providers, facilitated through our own API development, allows single sign-on
convenience for users, as well as enhanced data analytics and reporting capabilities for all users. Our experience confirms that our
integration into these back-end platforms accelerates the adoption of verbCRM by large direct sales enterprises that rely on these
systems and as such, we believe this represents a competitive advantage.
Non-Digital
Products and Services
Historically,
we have provided certain non-digital services to some of our enterprise clients such as printing and fulfillment services. Due to declining
sales associated with reduced or eliminated client in-person conferences and other events stemming from the COVID-19 pandemic, and consistent
with management’s strategy to exit this area of our business due to the low margins, high costs, and limited scalability, we entered
into a customer referral agreement with a third party for our cart site and printing business. Under this agreement, we earn a 10% commission
for customer referrals and 8% on merchandise sales and certain cart site design fees, all of which are recognized as non-digital revenue
on a net basis.
For
these reasons, management has suggested that a more accurate measure of our performance is the historical growth of our SaaS and digital
business and associated revenue, which has been the focus of our initiatives, while we have continued to exit the low margin, non-digital
business. While the SaaS and digital business has grown year over year, that growth is not readily apparent when analyzing our top-line
revenue because the total revenue represents the growing SaaS and digital business upon which we are focused, off-set by the non-digital business we are intentionally exiting.
Our
Market
Historically,
our client base consisted primarily of multi-national direct sales enterprises to whom we provide white-labeled, client-branded versions
of our products. Our client base has expanded to include large enterprises in the life sciences sector,
professional sports franchises, among other business sectors. During the year ended December 31, 2022, we provided subscription-based application
services to approximately 180 enterprise clients for use in over 100 countries and in over 48 languages. Since inception, we have had
more than 3.5 million downloads of our verbCRM applications across all of the white-labelled versions created for clients on our platform.
Revenue
Generation
A
description of our principal revenue generating activities is as follows:
1. Digital Revenue which is divided into two main categories:
Distribution
Methods
We
distribute our services through the following methods:
Marketing
We
utilize our own proprietary interactive video platform as the foundation of our ongoing marketing initiatives. Historically, our initiatives
have included, among other things, daily, broad-based social media engagement by a dedicated team of full-time employees and outside
consultants; management of our interactive video-based website; and interactive video-based email campaigns and television commercials.
In addition, the 19 direct sales back-office systems providers with whom we have integrated verbCRM, market our applications to their
customers and prospects in exchange for finders’ fees.
Competition
We
compete in the CRM applications industry, as well as in the video conferencing/webinar industry. We believe that CRM applications that incorporate our proprietary Verb interactive
video technology provide significant competitive advantages over the CRM applications that do not. Salesforce, Microsoft, Oracle, SAP,
and Adobe, the long-term leaders in the CRM sector, collectively account for over 40% of industry sales. These companies, as well as
many others, have numerous differences in feature sets and functionality, but all share certain basic attributes. Most of them were designed
before the advent and proliferation of mobile phones, social media, and the technology behind the current ubiquity of video over the
internet and more recently on mobile devices. While many of them have attempted to incorporate video capabilities into their respective
CRM platforms, sometimes in ‘‘bolt-on’’ fashion, we do not believe any of them has done so in a manner that is
as effective as our interactive in-video ecommerce platform that allows users to place clickable calls-to-action right in the video,
including into users’ pre-existing sales and product videos. In addition, Verb’s interactive videos are viewable on both
mobile and desktop devices regardless of operating system and without the need to download a proprietary player or program.
We
also compete in the video webinar and ecommerce solution provider sectors. The webinar sector is dominated by Zoom, WebEx, and Go2Meeting,
among others. The ecommerce solution provider sector is dominated by Shopify, among others. However, we believe our verbLIVE application
provides a superior solution for users seeking to use video webinars as a sales tool because our in-video clickable icons provide seamless
in-video ecommerce capabilities that are not offered by either Zoom (or other large webinar providers) or Shopify. We believe verbLIVE
represents a unique solution that combines the best features of Zoom and Shopify in a single application, offering users a more friction-free
and effective selling experience. Notwithstanding the foregoing, the market share, marketing strength, and established positions in the
marketplace of our competitors may prevent us from obtaining a large share of these markets.
Intellectual
Property
Our
policy is to protect our technology through, among other things, a combination of patents, trade secrets and copyrights. We primarily
rely upon trade secrets and copyrighted proprietary software, code, and know-how to protect our interactive video technology platform
and associated applications. We have taken security measures to protect our trade secrets and proprietary know-how, to the extent possible.
Our means of protecting our proprietary rights may not prove to be adequate and our competitors may independently develop technology
or products that are similar to ours or that compete with ours. Trade secret and copyright laws afford only limited protection for our
technology and products. The laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the
United States. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to obtain and use information
that we regard as proprietary. Third parties may also design around our proprietary rights, which may render our protected technology
and products less valuable, if the design around is favorably received in the marketplace.
We filed a provisional patent application with the U.S. Patent and Trademark Office (“PTO”) with respect to providing
interactive video streams involving interactive buttons which we utilize in our video products. However, our provisional patent application
may not result in the issuance of a patent, or may result in narrow claims, which may limit the protection we are attempting to obtain.
We also hold a number of granted patents in two families with pending continuations. A first family relates to systems and methods for
enhanced networking, conversion tracking, and conversion attribution. This family contains two issued patents (U.S. Pat. No. 9,792,380,
issued October 17, 2017; and U.S. Pat. No. 10,467,317, issued Nov. 5, 2019) and a pending continuation. A second family relates to systems
and methods for generating a custom campaign. This family contains one issued patent (U.S. Pat. No. 10,643,247, issued May 5, 2020) and
a pending continuation. These existing patents and any future patents that may be issued to us, may not protect commercially important
aspects of our technology. Furthermore, the validity and enforceability of such patents may be challenged by third parties, which may
result in our patents being invalidated or modified by the PTO, various legal actions against us, the need to develop or obtain alternative
technology or appropriate licenses under third-party patents, which may not be available on acceptable terms or at all.
We
control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees
and contractors, and confidentiality agreements with third parties. Despite our precautions, we cannot assure you that our technology
platform and products do not infringe patents held by others or that they will not in the future. Litigation may be necessary to enforce
our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others,
or to defend against claims of infringement, invalidity, misappropriation, or other claims.
Research
and Development
We
incurred $5.2 million and $12.3 million of research and development expenses during the years ended December 31, 2022 and 2021, respectively.
In addition to the amounts expensed in 2022 and 2021, we capitalized $2.8 million and $4.3 million, respectively, of costs associated
with the development of MARKET.live. These costs consist of expenditures for the research and development of new products and technology.
They are primarily expenses to vendors contracted to perform research projects and development of our interactive video-based sales enablement
platform and associated applications.
Suppliers
While
many of our design, development, and engineering team is U.S.-based, we currently utilize a group of dedicated full-time and part-time
off-shore experienced professionals for some of the coding and maintenance of our software. We believe we have mitigated the risks associated
with managing an external team of software development professionals by incorporating experienced internal management and oversight,
as well as appropriate systems, protocols, controls, and procedures to ensure the protection and integrity of all our applications. We
have also ensured access to additional qualified professionals to provide like or complementary services on an as-needed basis.
Dependence
on Key Customers
Based
on our current business and anticipated future activities as described in this Annual Report, we do not have any customers that represent
more than 10% of our 2022 revenue.
Government
Regulation
Our
software and services are subject to certain legal, regulatory and other requirements. These laws are complex and evolving. Various U.S.
federal and state laws govern many of our business activities, including, without limitation, the processing of payments and handling
of consumer information. Despite our significant efforts to comply with all applicable requirements, there can be no guarantee that our
efforts will be sufficient or that existing laws, rules or other requirements will not be interpreted, revised, augmented or rewritten
in a way that adversely affects our regulated business activities, which comprise a significant majority of our overall business. For
additional information related to these risk-related issues, refer to the section entitled “Risk Factors” within this
Annual Report.
Human
Capital Management
As
of April 12, 2023, we had 76 full-time statutory employees, one part-time employee, and 33 independent contractors. We engage independent
contractors on an as-needed basis to provide specific expertise in areas of software design, development and coding, content creation,
audio and video editing, video production services, and other business functions, including marketing and accounting. None of our employees
are covered by a collective bargaining agreement. We have had no labor-related work stoppages and believe our relationship with our employees,
both full-time and part-time, consultants, and independent contractors, is satisfactory.
We
believe our people are at the heart of our success and our customers’ success. We endeavor to not only attract and retain talented
employees, but also to provide a challenging and rewarding environment to motivate and develop our valuable human capital. We look to
our talented employees to lead and foster various initiatives that support our company culture including those related to diversity,
equity and inclusion. In addition, we rely heavily on our talented team to execute our growth plans and achieve our long-term strategic
objectives.
We
provide competitive compensation and benefits for our employees. Our compensation packages may include base salary, commission or annual
performance-based bonuses, and share-based compensation. We also offer general employee medical, dental, and vision insurance, health
savings and flexible spending accounts, mental health resources, paid time off, paid family leave, life and disability insurance, and
a 401(k) plan. These programs and our overall compensation packages seek to attract and retain talented employees.
We
take the health and welfare of our employees very seriously and have encouraged safe practices designed to stem the infection and spread
of COVID-19 within our workforce and beyond and to maintain the mental health and well-being of our employees. Beginning in March 2020,
in an effort to protect our employees and comply with applicable government orders, we restricted non-essential employee travel and transitioned
our employees to a remote work environment. We currently expect the majority of our employees will continue working remotely at least
through the end of 2023. We are committed to our employees returning to the workplace in the long-term.
Our
Historical Background
Verb
Technology Company, Inc. is a SaaS application platform developer, incorporated in 2012 in the state of Nevada.
On
April 12, 2019, we acquired Sound Concepts Inc. pursuant to an agreement and plan of merger. As a result of the merger, Sound Concepts
merged with and into our wholly owned subsidiary, NF Acquisition Company, LLC. Upon completion of the merger, NF Acquisition Company,
LLC changed its name to Verb Direct, LLC (“Verb Direct”).
On
September 4, 2020, Verb Acquisition Co., LLC (“Verb Acquisition”), a subsidiary of Verb Technology, entered into a membership
interest purchase agreement with Ascend Certification, LLC, dba SoloFire.
On
October 18, 2021, we established verbMarketplace, LLC (“Market LLC”), a Nevada limited liability company. Market LLC is a
wholly owned subsidiary established for our MARKET.live platform.
Our
common stock and common stock purchase warrants trade on The Nasdaq Capital Market under the symbols “VERB” and “VERBW,”
respectively. Our Internet website address is https://www.verb.tech.
Recent Developments
At a
special meeting of stockholders on April 10, 2023 (the “Special Meeting of Stockholders”), our stockholders approved a Certificate
of Amendment to our Articles of Incorporation to increase our authorized common stock from 200,000,000 shares to 400,000,000 shares and
approved the grant of discretionary authority to our board of directors to effect a reverse stock split of our outstanding shares of common
stock at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-forty (1-for-40) split.
In addition,
at the Special Meeting of Stockholders, our stockholders approved an amendment to the Company’s 2019 Incentive Compensation Plan
to increase the number of shares authorized under the plan by 15,000,000 shares of common stock to be authorized for awards granted under
the plan.
ITEM
1A. RISK FACTORS
Our
short and long-term success is subject to numerous risks and uncertainties, many of which involve factors that are difficult to predict
or beyond our control. As a result, investing in the Company’s common stock involves substantial risk. The Company’s stockholders
should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated
by reference into this Annual Report, as well as the other information we file with the SEC from time to time. The risks described below
are not the only ones we face. Additional risks not presently known to us or that we currently believe are immaterial may also impair
our business operations and financial results. If any of the following risks actually occurs, our business, financial condition or results
of operations could be adversely affected. In such case, the trading price of our common stock could decline and you could lose all or
part of your investment. Our filings with the SEC also contain forward-looking statements that involve risks or uncertainties. Our actual
results could differ materially from those anticipated or contemplated by these forward-looking statements as a result of a number of
factors, including the risks we face described below, as well as other variables that could affect our operating results. Past financial
performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends
to anticipate results or trends in future periods.
Risks
Related to Our Business
We
have incurred significant net losses and cannot assure you that we will achieve or maintain profitable operations.
We have incurred recurring losses
since our inception in 2012. Our net loss was $37.4 million for the year ended December 31, 2022, of which $19.0 million was non-cash;
and $34.5 million for the year ended December 31, 2021, of which $7.3 million was non-cash. To date, we have funded our operations through
cash collected from sales of our products and services, offerings of our equity securities, and debt financing. We have devoted substantially
all of our resources to the design, development and commercialization of our products, the scaling of our technology and infrastructure,
and our marketing and sales efforts. We may continue to incur significant losses in the future for a number of reasons, including unforeseen
expenses, difficulties, complications, delays, and other unknown events.
To implement our business strategy
and achieve consistent profitability, we need to, among other things, continue to reduce operating expenses, increase sales of our products
and the gross profit associated with those sales, continue to reduce research and development expenses, and increase our marketing and
sales efforts to drive an increase in the number of customers and clients utilizing our services. These expenditures may make it more
difficult to achieve and maintain profitability. In addition, our efforts to grow our business may be more expensive than we expect, and
we may not be able to generate sufficient revenue to offset operating expenses. If we are forced to reduce our expenses beyond our planned
cost reduction initiatives, our growth strategy could be compromised. To offset our anticipated operating expenses, we will need to generate
and sustain significant revenue levels in future periods in order to become profitable, and even if we do, we may not be able to maintain
or increase our level of profitability.
Accordingly, we cannot assure
you that we will achieve sustainable operating profits as we continue to reduce operating expenses, restructure our balance sheet, further
develop our marketing efforts, and otherwise implement our growth initiatives. Any failure to achieve and maintain profitability would
have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition,
and could cause the value of our common stock, to decline, resulting in a significant or complete loss of your investment.
Our
independent registered public accounting firm’s report for the fiscal year ended December 31, 2022 has raised substantial doubt
as to our ability to continue as a going concern.
Our
independent registered public accounting firm indicated in its report on our audited consolidated financial statements as of and for
the year ended December 31, 2022 that there is substantial doubt about our ability to continue as a going concern. A “going concern”
opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any
adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification
of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our consolidated balance sheet
as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution
to stockholders, in the event of liquidation. The presence of the going concern note to our financial statements may have an adverse
impact on the relationships we are developing and plan to develop with third parties as we continue the commercialization of our products
and could make it challenging and difficult for us to raise additional financing, all of which could have a material adverse impact on
our business and prospects and result in a significant or complete loss of your investment.
If
we are unable to generate sufficient cash flow from operations to operate our business and pay our debt obligations as they become due,
we may need to seek to borrow additional funds, dispose of our assets, or reduce or delay capital expenditures. There can be no assurance
that we will ever be profitable or that debt or equity financing will be available to us in the amounts, on terms, and at times deemed
acceptable to us, if at all. The issuance of additional equity securities by us would result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities
and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable
to continue our business, as planned, and as a result may be required to scale back or cease operations for our business, the results
of which would be that our stockholders would lose some or all of their investment. Our audited consolidated financial statements do
not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result should we be unable to continue as a going concern. For additional information, please
refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Liquidity and Capital Resources – Going Concern,” as well as Note 1 to our consolidated financial statements included
within this Annual Report.
Public
health threats, such as the COVID-19 pandemic, natural disasters and other events beyond our control, have had and may continue to have
a significant negative impact on our business, sales, results of operations and financial condition.
Public
health threats and other highly communicable diseases and outbreaks could adversely impact our operations, the operations of our customers,
suppliers, distributors and other business partners, as well as the healthcare system in general. For example, the COVID-19 pandemic
has led to severe disruptions in general economic activities, as businesses and federal, state, and local governments take increasingly
broad actions to mitigate this public health crisis. We have experienced disruption to our business, both in terms of disruption of our
operations and the adverse effect on overall economic conditions. These conditions have had significant negative impacts on all aspects
of our business. Our business is dependent on the continued health and productivity of our employees, including our software engineers,
sales staff and corporate management team. Individually and collectively, the consequences of the COVID-19 pandemic have had, and may
continue to have, a material adverse effect on our business, sales, results of operations and financial condition. In addition, our business
operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although
we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services
to our customers and could decrease demand for our services.
Additionally,
our liquidity could be negatively impacted if these conditions continue for a significant period of time and we may be required to pursue
additional sources of financing to obtain working capital, maintain appropriate inventory levels, and meet our financial obligations.
Capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely
dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be
required to improve our cash position and capital structure.
The
extent to which the COVID-19 pandemic, or other public health threats, natural disasters or catastrophic events, ultimately impacts our
business, sales, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot
be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus
or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19
pandemic has subsided, we may continue to experience significant impacts to our business as a result of its global economic impact, including
any economic downturn or recession that has occurred or may occur in the future.
Our
ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on terms
favorable to us.
We
have limited capital resources. We have financed our operations entirely through equity investments by founders and other investors and
the incurrence of debt, and we expect to continue to finance our operations in the same manner in the foreseeable future. Our ability
to continue our normal and planned operations, to grow our business, and to compete in our industry will depend on the availability of
adequate capital. We cannot assure you that we will be able to obtain additional funding from those or other sources when or in the amounts
needed, on acceptable terms, or at all. If we raise capital through the sale of equity, or securities convertible into equity, it would
result in dilution to our then-existing stockholders, which could be significant depending on the price at which we may be able to sell
our securities. If we raise additional capital through the incurrence of additional indebtedness, we would likely become subject to further
covenants restricting our business activities, and holders of debt instruments may have rights and privileges senior to those of our
then-existing stockholders. In addition, servicing the interest and principal repayment obligations under debt facilities could divert
funds that would otherwise be available to support development of new programs and marketing to current and potential new clients. If
we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce, or eliminate development of new
programs or future marketing efforts, or reduce or discontinue our operations. Any of these events could significantly harm our business,
financial condition, and prospects.
Our
indebtedness, and the agreements governing such indebtedness, subject us to required debt service payments, as well as financial restrictions
and operating covenants, any of which may reduce our financial flexibility and affect our ability to operate our business.
From
time to time, we have financed our liquidity needs in part from borrowings made under various credit agreements. As of December 31, 2022,
the aggregate outstanding principal balance of our notes payable was $9.7 million.
The
agreements underlying these transactions contain certain financial restrictions, operating covenants, and debt service requirements.
Our failure to comply with obligations under these agreements, or inability to make required debt service payments, could result in an
event of default under the agreements. A default, if not cured or waived, could permit a lender to accelerate payment of the loan, which
could have a material adverse effect on our business, operations, financial condition, and liquidity. Further, if our debt is accelerated,
we cannot be certain that funds will be available to pay the debt or that we will have the ability to refinance the debt on terms satisfactory
to us or at all. If we are unable to repay or refinance the accelerated debt, we could become insolvent and seek to file for bankruptcy
protection, which would have a material adverse impact on our financial condition.
In
addition, the covenants in our credit agreements could limit our ability to engage in transactions that would be in our best interest,
or otherwise respond to changing business and economic conditions, and may therefore have a material impact on our business. For example,
our borrowings will require debt service payments, which could require us to divert funds identified for other purposes to such debt
service payments. Further, if we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance the
debt, dispose of its assets, or reduce or delay expenditures. Alternatively, we may be required to issue equity to obtain necessary funds,
which would be dilutive to our stockholders. We do not know whether we would be able to take any of these actions on a timely basis or
at all.
Our
current or future level of indebtedness could affect our operations in several ways, including the following:
For
additional information refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Liquidity and Capital Resources,” as well as Note 1 to our consolidated financial statements included
elsewhere in this Annual Report.
The
success of our business is dependent upon our ability to maintain and expand our customer base and our ability to convince our customers
to increase the use of our services and/or platform. If we are unable to expand our customer base and/or the use of our services and/or
platform by our customers declines, our business will be harmed.
Our
ability to expand and generate revenue depends, in part, on our ability to maintain and expand our relationships with existing customers
and convince them to increase their use of our platform. If our customers do not increase their use of our platform, then our revenue
may not grow and our results of operations may be harmed. It is difficult to predict customers’ usage levels accurately and the
loss of customers or reductions in their usage levels may have a negative impact on our business, results of operations, and financial
condition. If a significant number of customers cease using, or reduce their usage of, our platform, then we may be required to spend
significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue. These additional
expenditures could adversely affect our business, results of operations, and financial condition. Most of our customers do not have long-term
contractual financial commitments to us and, therefore, most of our customers could reduce or cease their use of our platform at any
time without penalty or termination charges.
The
market in which we operate is intensely competitive and, if we do not compete effectively, our operating results could be harmed.
The
market for CRM applications is intensely competitive and rapidly changing, barriers to entry are relatively low, and many of our competitors,
including Salesforce.com, Microsoft, Oracle, SAP SE, and Adobe, which collectively accounted for over 40% of industry sales
in 2021, have greater name recognition, longer operating histories, and larger marketing budgets, as well as substantially greater financial,
technical, and other resources, than we do. In addition, many of our potential competitors have established marketing relationships and
access to larger customer bases, and have major distribution agreements with consultants, system integrators, and resellers. As a result,
our competitors may be able to respond more effectively than we can to new or changing opportunities, technologies, standards, customer
requirements, competitive pressures, or challenges within the financial markets. Furthermore, because of these advantages, even if our
products and services are more effective than the products and services that our competitors offer, potential customers might accept
competitive products and services in lieu of purchasing our products and services. If we do not compete effectively against our current
and future competitors, our operating results could be harmed.
We
may not be able to increase the number of our strategic relationships or grow the revenues received from our current strategic relationships.
We have entered into certain strategic relationships with other individuals
and enterprises and are actively seeking additional strategic relationships. There can be no assurance, however, that these strategic