SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

______________

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. )1

 

Verb Technology Company, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

92337U104

(CUSIP Number)

 

April 25, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

oRule 13d-1(b)

 

þRule 13d-1(c)

 

oRule 13d-1(d)

 

_____________________________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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 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).

 

 

   
 

 

CUSIP No. 92337U104 13G Page 2 of 10

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BitNile Holdings, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY
OWNED BY
EACH

REPORTING
PERSON WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

5,333,334

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

5,333,334

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,333,334

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                         
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.27%

12

TYPE OF REPORTING PERSON

 

CO

 

   
 

 

CUSIP No. 92337U104 13G Page 3 of 10

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Digital Power Lending, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY
OWNED BY
EACH

REPORTING
PERSON WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

5,333,334

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

5,333,334

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,333,334

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                         
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.27%

12

TYPE OF REPORTING PERSON

 

OO

 

   
 

 

CUSIP No. 92337U104 13G Page 4 of 10

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Milton C. Ault, III

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY
OWNED BY
EACH

REPORTING
PERSON WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

5,333,334

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

5,333,334

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,333,334

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                         
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.27%

12

TYPE OF REPORTING PERSON

 

OO

 

   
 

 

CUSIP No. 92337U104 13G Page 5 of 10

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Kenneth S. Cragun

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐
3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY
OWNED BY
EACH

REPORTING
PERSON WITH

5

SOLE VOTING POWER

 

259,590

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

259,590

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

259,590

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                         
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 1%

12

TYPE OF REPORTING PERSON

 

OO

 

   
 

 

CUSIP No. 92337U104 13G Page 6 of 10

 

Item 1(a).Name of Issuer.

 

The name of the issuer is Verb Technology Company, Inc. (the “Company”).

 

Item 1(b).Address of Issuer’s Principal Executive Offices.

 

The Company’s principal executive offices are located at 782 S. Auto Mall Drive, American Fork, Utah 84003.

 

Item 2(a).Name of Person Filing.

 

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the “Shares”):

 

(i)BitNile Holdings, Inc., a Delaware corporation (“BH”), with respect to Shares beneficially owned by it;

 

(ii)Digital Power Lending, LLC, a California limited liability company (“DPL”), with respect to Shares beneficially owned by it;

 

(iii)Milton C. Ault, III, with respect to Shares beneficially owned by him; and

 

(iv)Kenneth S. Cragun, with respect to Shares beneficially owned by him.

 

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).Address of Principal Business Office or, if None, Residence.

 

The address of the business office of each Reporting Person is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.

 

Item 2(c).Citizenship.

 

BH is a Delaware corporation.  DPL is a California limited liability company. Messrs. Ault and Cragun are United States citizens.

 

Item 2(d).Title of Class of Securities.

 

Common Stock, $0.0001 par value per share.

 

Item 2(e).CUSIP Number.

 

92337U104.

 

   
 

 

CUSIP No. 92337U104 13G Page 7 of 10

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act.
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).  
       
  (k) ¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
       
  If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership.

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

The percentages used in this Schedule 13G are calculated based on 101,157,904 shares of Common Stock reported to be outstanding after giving effect to the completion of the offering described in the Issuer's Prospectus, filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on April 22, 2022.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

   
 

 

CUSIP No. 92337U104 13G Page 8 of 10

 

Item 8.Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

   
 

 

CUSIP No. 92337U104 13G Page 9 of 10

 

SIGNATURE

 

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: May 6, 2022

 

    BITNILE HOLDINGS, INC.
     
    By:

/s/ MILTON C. AULT, III

      Name:  Milton C. Ault, III
      Title:    Executive Chairman
       
       
    DIGITAL POWER LENDING, LLC
       
    By:

/s/ DAVID J. KATZOFF

      Name:  David J. Katzoff
      Title:    Manager

 

 

    MILTON C. AULT, III
       
    By:

/s/ MILTON C. AULT, III

 

 

    KENNETH S. CRAGUN
       
    By:

/s/ KENNETH S. CRAGUN

       
       

 

   
 

 

CUSIP No. 92337U104 13G Page 10 of 10

 

EXHIBIT INDEX

 

Exhibit Number Exhibit Description
99.1 Joint Filing Agreement

 

 

 

 

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the securities of Verb Technology Company, Inc. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement may be included as an exhibit to such statements or amendments. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

  Dated: May 6, 2022

 

 

    BITNILE HOLDINGS, INC.
     
    By:

/s/ MILTON C. AULT, III

      Name:  Milton C. Ault, III
      Title:    Executive Chairman
       
       
    DIGITAL POWER LENDING, LLC
       
    By:

/s/ DAVID J. KATZOFF

      Name:  David J. Katzoff
      Title:    Manager

 

 

    MILTON C. AULT, III
       
    By:

/s/ MILTON C. AULT, III

 

 

    KENNETH S. CRAGUN
       
    By:

/s/ KENNETH S. CRAGUN