Kingsway Acquires 19.93% of VERB; Plans TON Treasury Purchases

Q: What stake did Kingsway and affiliated funds acquire in VERB?

The Reporting Persons acquired 12,021,720 shares, representing approximately 19.93% of VERB's 60,321,341 shares outstanding.

Q: How much did the Funds pay for their Acquired Securities?

The Funds paid approximately $118,141,377 for the Acquired Securities reported in this Amendment.

Q: Who was appointed to Verb's board as a result of this filing?

Manuel Stotz was appointed Chairman of the Issuer and is identified as KCPL's CEO and a control person of the Reporting Persons.

[SCHEDULE 13D/A] Verb Technology Company, Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Kingsway-led investors acquired a near-20% stake in Verb Technology. The Reporting Persons purchased 12,021,720 restricted shares (approximately 19.93% of 60,321,341 shares outstanding) through a Subscription Agreement closed August 7, 2025. The Funds also received a pre-funded warrant to buy 401,133 additional shares. The Funds' portion of the Acquired Securities cost approximately $118,141,377 and the aggregate gross proceeds from the overall Transaction were approximately $558 million.

Following the Closing, Manuel Stotz was appointed Chairman of the Issuer and, per the filing, intends to establish a capital allocation strategy to purchase Toncoin ("TON") for the issuer's treasury management program and to work with the company to assess acquisition and funding options for TON. No other plans or proposals are disclosed.

Positive

Significant strategic influence: Reporting Persons hold 19.93% of common stock with sole voting and dispositive power.
Clear capital allocation intent: Filing discloses an explicit plan to pursue purchase of Toncoin (TON) for treasury management.
Management appointment disclosed: Manuel Stotz was appointed Chairman, aligning governance with the major investor group.

Negative

Concentration risk: Near-20% ownership and a board appointment could materially shift company strategy toward cryptocurrency exposure.
Limited detail on execution: Filing states intent to acquire TON and assess funding but provides no specifics on timing, amounts, or financing sources.
Potential for material balance sheet change: Use of net proceeds to purchase TON may alter liquidity and risk profile, but magnitude is unspecified.

Insights

TL;DR: A coordinated private placement gives Kingsway near-20% ownership and signals a strategic shift toward acquiring TON for the company's treasury.

Kingsway and affiliated Funds acquired 12,021,720 shares representing 19.93% of outstanding common stock and a pre-funded warrant for 401,133 shares, paid by the Funds' personal funds. The purchase price for the Funds' Acquired Securities is disclosed as approximately $118.14 million. The filing explicitly states that net proceeds to the issuer are intended for purchasing Toncoin and working capital, and that Mr. Stotz was appointed Chairman and will lead assessment of TON acquisitions and funding. This combination of substantial ownership, board-level influence, and stated change in capital allocation is material and could meaningfully affect Verb's balance sheet composition and strategic focus.

TL;DR: Appointment of Kingsway's CEO as Chairman plus near-20% stake gives reporting persons significant governance influence.

The filing confirms Manuel Stotz's dual role as Chairman of the Issuer and CEO/control person of Kingsway Capital Partners Limited, which, together with the Funds, holds sole voting and dispositive power over 12,021,720 shares (19.93%). The Reporting Persons executed a Joint Filing Agreement and disclosed no other plans today, but their board position and ownership stake create the capacity to influence corporate strategy, capital allocation, and treasury policy鈥攏otably a stated intent to pursue TON purchases. Investors should note the direct governance link and its potential to change corporate priorities under the new chairman.

08/18/2025 - 08:44 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Verb Technology Company, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92337U302

(CUSIP Number)

Manuel Stotz
Kingsway Capital Partners Limited,, Smithson Tower, 25 St James's Street
London, X0, SW1A 1HA
442076594130

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Verb Technology Company, Inc.

(c)

Address of Issuer's Principal Executive Offices:

3024 SIERRA JUNIPER COURT, Las Vegas, NEVADA , 89138.

Item 2.

Identity and Background

(a)

This Amendment No. 1 (the "Amendment") to the Schedule 13D, originally filed on August 14, 2025 (the "Original Schedule 13D") is filed by Kingsway Fund - Frontier Consumer Franchises ("KFCF"), FC02 Digital Ltd ("FC02"), Kingsway Frontier Consumer Opportunities (FCO4) Growth Fund IV Ltd ("KCO4"), SP12 Digital Ltd ("SP12 Digital"), SP13 Digital Ltd ("SP13 Digital"), SP14 Digital Ltd. ("SP14 Digital"), and SP15 Digital Ltd ("SP15 Digital," together with KFCF, FC02, KCO4, SP12 Digital, SP13 Digital, SP14 Digital, the "Funds"), Kingsway Capital Partners Limited ("KCPL"), the investment manager for the Funds, and Manuel Stotz, the Issuer's Chairman of the Board of Directors ("Chairman") and Chief Executive Officer of KCPL. The term "Reporting Persons" hereinafter refers to KFCF, FC02, KCO4, SP12 Digital, SP13 Digital, SP14 Digital, SP15 Digital, KCPL, and Mr. Stotz, collectively. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons previously filed a joint statement with the Original Schedule 13D.

(b)

The principal business office of the Reporting Persons is c/o KCPL at 9th Floor Smithson Tower, 25 St James's Street, London, United Kingdom SW1A 1HA.

(c)

The principal occupation of Mr. Stotz is to serve as the Chief Executive Officer of KCPL. The remaining Reporting Persons are principally engaged in the business of investment management or making, purchasing, selling and holding investments.

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. Stotz is a citizen of Germany. KCPL is organized under the laws of United Kingdom. KFCF is organized under the laws of Luxembourg. Each of FC02, KCO4, SP12 Digital, SP13 Digital, SP14 Digital, and SP15 Digital is organized under the laws of the Cayman Islands.

Item 3.

Source and Amount of Funds or Other Consideration

The restricted shares of Common Stock, par value $0.0001 per share, of the Issuer (the "Common Stock") reported as being beneficially owned by the Reporting Persons were acquired pursuant to the Subscription Agreement, dated as of August 3, 2025 (the "Subscription Agreement"), by and among the Issuer and several investors listed therein, including the Funds (the "Transaction"). The transactions contemplated by the Subscription Agreement occurred on August 7, 2025 (the "Closing"). Pursuant to the terms of the Subscription Agreement, at the Closing, the Funds acquired an aggregate of 12,021,720 shares of Common Stock and a pre-funded warrant to purchase 401,133 shares of Common Stock, for an aggregate purchase price of approximately $118,141,377 (the "Acquired Securities"). The source of funds required for the acquisition of the Acquired Securities by the Funds is the personal funds available to the Funds. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement that is attached hereto as Exhibit 1 and is incorporated by reference herein.

Item 4.

Purpose of Transaction

The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4. The Funds acquired the Acquired Shares as part of the Transaction described in Item 3 above. The aggregate gross proceeds from the Transaction described in Item 3 were approximately $558 million. The net proceeds from the Transaction are intended to be used by Verb Technology Company, Inc. to purchase Toncoin ("TON"), the native cryptocurrency of The Open Network (TON) blockchain, and for working capital and general corporate purposes. In connection with the Transaction, Mr. Stotz was appointed as Chairman of the Issuer. Mr. Stotz intends to establish a new capital allocation strategy to purchase TON as an asset in the Issuer's treasury management program. In connection with such possible change in business focus, Mr. Stotz, as Chairman of the Issuer, intends to work with the Issuer to assess market opportunities to acquire TON and assess debt and equity funding sources for the acquisition of TON. Other than as described in this Item 4, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of this Amendment, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time.

Item 5.

Interest in Securities of the Issuer

(a)

On the date of this Amendment, KCPL, as investment manager of the Funds, and Mr. Stotz, as the Chief Executive Officer and control person of KCPL, may be deemed to indirectly beneficially own, and have sole voting and dispositive power over, an aggregate of 12,021,720 shares of Common Stock, which is approximately 19.93% of the Common Stock issued and outstanding, comprising of: (1) 1,051,525 shares of Common Stock directly held by KFCF (or 1.74% of the Common Stock issued and outstanding); (2) 2,797,608 shares of Common Stock directly held by FC0 2 (or 4.64% of the Common Stock issued and outstanding); (3) 2,227,678 shares of Common Stock directly held by KFCO Growth Fund (or 3.69% of the Common Stock issued and outstanding); (4) 333,144 shares of Common Stock directly held by SP12 Digital (or 0.55% of the Common Stock issued and outstanding); (5) 3,690,399 shares of Common Stock directly held by SP13 Digital (or 6.12% of the Common Stock issued and outstanding); (6) 1,437,739 shares of Common Stock directly held by SP14 Digital (or 2.38% of the Common Stock issued and outstanding); and (7) 483,627 shares of Common Stock directly held by SP15 Digital (or 0.80% of the Common Stock issued and outstanding). The calculation of the percentage of Common Shares beneficially owned by Mr. Stotz and KCPL are based on the 60,321,341 Common Shares issued and outstanding as of August 18, 2025, as confirmed by the Issuer's transfer agent on such date.

(b)

The information contained on the cover pages to this Amendment is incorporated by reference into this Item 5(b).

(c)

Except the information set forth in this Amendment, no transactions in any of the Common Stock have been effected by the Reporting Persons during the past sixty days.

(d)

None.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement that is attached hereto as Exhibit 1 and is incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

1 Form of Subscription Agreement, dated as of August 3, 2025, by and between Verb Technology Company, Inc., VERB Subsidiary 1, Corp., VERB Subsidiary 2, Corp., VERB Subsidiary 3, Corp. and certain investors party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on August 4, 2025). 2. Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on August 4, 2025). 3. Joint Filing Agreement, dated August 14, 2025, by and among the Reporting Persons (incorporated by reference to Exhibit 2 to the Original Schedule 13D filed with the SEC by the Reporting Persons on August 14, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Manuel Stotz

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz
Date:	08/18/2025

Kingsway Capital Partners Limited

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

Kingsway Fund - Frontier Consumer Franchises

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

FC02 Digital Ltd

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

Kingsway Frontier Consumer Opportunities (FCO4) Growth Fund IV Ltd

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

SP12 Digital Ltd

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

SP13 Digital Ltd

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

SP14 Digital Ltd.

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

SP15 Digital Ltd

Signature:	/s/ Manuel Stotz
Name/Title:	Manuel Stotz, Chief Executive Officer
Date:	08/18/2025

Source:

FAQ

What stake did Kingsway and affiliated funds acquire in VERB?

The Reporting Persons acquired 12,021,720 shares, representing approximately 19.93% of VERB's 60,321,341 shares outstanding.

How much did the Funds pay for their Acquired Securities?

The Funds paid approximately $118,141,377 for the Acquired Securities reported in this Amendment.

Did the transaction include any warrants for VERB stock?

Yes. The Funds also received a pre-funded warrant to purchase 401,133 shares of common stock.

What will VERB use the proceeds from the Transaction for?

The filing states net proceeds are intended to be used to purchase Toncoin (TON), and for working capital and general corporate purposes.

Who was appointed to Verb's board as a result of this filing?

Manuel Stotz was appointed Chairman of the Issuer and is identified as KCPL's CEO and a control person of the Reporting Persons.

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[SCHEDULE 13D/A] Verb Technology Company, Inc. SEC Filing

Insights

FAQ

What stake did Kingsway and affiliated funds acquire in VERB?

How much did the Funds pay for their Acquired Securities?

Did the transaction include any warrants for VERB stock?

What will VERB use the proceeds from the Transaction for?

Who was appointed to Verb's board as a result of this filing?

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[SCHEDULE 13D/A] Verb Technology Company, Inc. SEC Filing

Insights

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FAQ

What stake did Kingsway and affiliated funds acquire in VERB?

How much did the Funds pay for their Acquired Securities?

Did the transaction include any warrants for VERB stock?

What will VERB use the proceeds from the Transaction for?

Who was appointed to Verb's board as a result of this filing?

NASDAQ:VERB

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