Executive Summary / Key Takeaways

• Verb Technology Company has executed a profound strategic pivot, transforming from a legacy SaaS provider into a diversified enterprise focused on high-growth areas: social commerce, telehealth, crowdfunding, and a significant new digital asset treasury strategy.
• The company's recent financial performance reflects this strategic shift, with Q2 2025 revenue surging to $2.123 million, a 63% increase quarter-over-quarter, primarily driven by its MARKET.live and Go Fund Yourself segments.
• A bold move into the digital asset space, the newly launched TON Treasury Strategy, backed by a $558 million private placement, positions VERB to acquire substantial Toncoin holdings, aiming to generate sustainable staking rewards and rebrand as TON Strategy Co.
• Technological differentiation, particularly through its AI-powered LyveCom acquisition and MARKET.live's interactive video capabilities, provides a competitive edge in social commerce and content creation, while also yielding significant operational cost reductions.
• Despite a strong liquidity position and a debt-free balance sheet, the company faces considerable risks, especially from the volatile and evolving regulatory landscape of digital assets, which warrant close investor monitoring.

From SaaS Struggles to Strategic Reimagination

Verb Technology Company, Inc. has undergone a remarkable metamorphosis, shedding its past as a traditional Software-as-a-Service (SaaS) provider for the direct sales industry to embrace a future deeply rooted in social commerce, artificial intelligence, and digital assets. Historically, Verb built a suite of interactive video-based sales enablement tools, even acquiring Sound Concepts and SoloFire to bolster its offerings. However, this segment was plagued by high sales representative attrition, restrictive client policies, aggressive competitor pricing, and the relentless need for costly research and development. These challenges, coupled with a difficult capital market environment, necessitated a radical strategic shift.

In June 2023, Verb decisively divested all its operating SaaS assets, a move designed to focus resources on the burgeoning MARKET.live business unit. This pivot was accompanied by "massive rapid cost reductions" across the organization, aimed at reducing operational cash burn and securing a "well cash-infused, extremely healthy debt-free balance sheet." This foundational restructuring paved the way for Verb to pursue a diversified portfolio of complementary business units, each leveraging its core interactive video technology. The company launched the Go Fund Yourself social crowd-funding platform in July 2024, entered the telehealth sector with VanityPrescribed.com and GoodGirlRx.com in early 2025, and significantly expanded its social commerce capabilities through MARKET.live. This strategic evolution positions Verb at the nexus of several high-growth industry trends, including the expanding social commerce market, the increasing demand for AI-driven content, the democratized access of crowdfunding, and the transformative potential of blockchain and digital assets.

Technological Foundation and Competitive Edge

At the heart of Verb's strategic reinvention lies its commitment to technological differentiation, particularly in interactive video and AI. The MARKET.live platform serves as a multi-vendor, livestream social shopping destination. Its core technology enables brands, retailers, and creators to broadcast shopping events simultaneously across numerous social media channels, including TikTok, YouTube (GOOGL), LinkedIn (MSFT), Facebook (META), Instagram, and Twitch (AMZN), as well as on MARKET.live itself.

This technology offers tangible benefits: seamless, native checkout processes are facilitated through integrations with platforms like Meta, TikTok, and Pinterest (PINS). Crucially, MARKET.live's new technology allows clients to stream directly from their own websites while multicasting across social media, empowering brands to "own and continue to own the customer relationship" – a "killer act" for client acquisition.

Further enhancing this technological moat is the acquisition of LyveCom, an AI-driven video commerce platform, in April 2025. LyveCom's integration expands MARKET.live's multicast capabilities, enabling an omnichannel livestream shopping experience across various digital touchpoints. The LyveCom AI Suite, available on a subscription basis, automates the production of viral-quality user-generated video content. This suite includes an AI Script Writer (converting product URLs into conversion-optimized scripts), AI Avatars (generating lifelike, branded product showcases without talent or camera crews), and an AI Content Agent (rapidly generating animated product shots and B-roll). These tools directly address "content fatigue, rising production costs, and the ever-increasing demand for short-form video," allowing brands to scale creative assets at "a fraction of the time and cost." The technology also funnels valuable zero-party customer data back to brands, providing insights into preferences and purchase intentions. This acquisition alone is expected to yield a "massive operational cost reduction of approximately $1 million per year" for Verb.

In the competitive landscape, Verb's technological focus carves out a distinct niche. While larger players like Salesforce (CRM) and HubSpot (HUBS) dominate enterprise and SMB CRM with broad ecosystems, and Adobe (ADBE) excels in digital experience, Verb differentiates with its specialized, interactive video and AI-driven social commerce tools. Verb's agility and tailored solutions for specific use cases, particularly in live shopping and content automation, offer a more cost-effective and engaging alternative for brands seeking direct customer relationships. Its ability to integrate deeply with major social platforms while allowing brands to maintain ownership of their audience sets it apart from generic e-commerce platforms. This technological edge is foundational to Verb's strategy, contributing to its competitive moat, driving client acquisition, reducing operational costs, and enhancing its market positioning in the rapidly evolving digital commerce space.

Financial Rebirth and Growth Trajectory

Verb's strategic pivot is clearly reflected in its recent financial performance, showcasing a dramatic turnaround from its previous operational challenges. For the three months ended June 30, 2025, total revenue soared to $2.123 million, a staggering 5,638% increase compared to $37,000 in the same period of 2024. Quarter-over-quarter, this represents a 63% growth from $1.305 million in Q1 2025. For the six months ended June 30, 2025, revenue reached $3.428 million, an increase of 7,691% from $44,000 in the prior year comparable period. This exponential growth is primarily attributable to the robust performance of the MARKET.live and Go Fund Yourself business units.

The cost of revenue, exclusive of depreciation and amortization, increased to $611,000 for Q2 2025 and $958,000 for the six months ended June 30, 2025, directly correlating with the significant revenue expansion. Operating loss for Q2 2025 was $2.934 million, and $5.593 million for the six months. Net loss for Q2 2025 was $2.352 million, and $4.790 million for the six months. While still reporting losses, the trajectory of revenue growth is a critical indicator of the strategic shift's effectiveness. Depreciation and amortization expenses rose to $336,000 in Q2 2025, and $622,000 for the six months, largely due to the intangible assets acquired in the LyveCom acquisition. General and administrative expenses, at $4.110 million for Q2 2025 and $7.441 million for the six months, saw increases driven by bonus accruals for business development and advertising costs, partially offset by reduced software expenses post-LyveCom acquisition. Other income, net, provided a positive contribution of $329,000 in Q2 2025 and $550,000 for the six months, primarily from interest income and unrealized gains on short-term investments.

Segment-wise, MARKET.live generated $688,000 in revenue and an operating income of $605,000 in Q2 2025. The Go Fund Yourself segment, which only began operations in July 2024, contributed $1.435 million in revenue and an operating income of $268,000 in Q2 2025. The recently acquired LyveCom contributed $76,000 in revenue from its acquisition date (April 11, 2025) through June 30, 2025.

Verb's liquidity position has also seen a significant strengthening. As of June 30, 2025, the company held $5.233 million in cash and restricted cash, alongside $5.125 million in short-term investments. The company successfully repaid its SBA loan on March 7, 2025, achieving a debt-free balance sheet. A $5 million preferred stock offering in April 2025, structured as non-dilutive, non-convertible, and non-voting with a 9% annual dividend, further bolstered its cash position. This preferred stock was subsequently redeemed in full on August 1, 2025, for $6.152 million, including accrued dividends. This robust financial health provides a strong foundation for Verb's ambitious new initiatives and validates the effectiveness of its strategic pivot.

The TON Treasury Strategy: A Bold New Frontier

Verb's most audacious strategic move is its foray into the digital asset space with the establishment of the TON Treasury Strategy. On August 3, 2025, the company announced an approximately $558 million private placement (PIPE), which successfully closed on August 8, 2025. The net proceeds from this PIPE are primarily earmarked for acquiring Toncoin ($TON), the native cryptocurrency of The Open Network (TON) blockchain. This initiative is so transformative that Verb expects to rebrand as TON Strategy Co.

The strategic rationale behind this move is multifaceted. By making Toncoin its primary treasury reserve asset, Verb aims to become one of the largest holders of Toncoin globally, enabling it to generate sustainable staking rewards. This strategy leverages the significant growth in Toncoin's active addresses and wallets, as well as an exclusive partnership between Telegram (with over one billion monthly active users) and the TON Foundation. This partnership positions TON blockchain as the exclusive infrastructure powering Telegram's Mini App ecosystem, allowing users to interact with Toncoin directly within Telegram. The launch of TON Wallet in the United States in July 2025 further enhances Toncoin's utility and distribution.

The financial implications are substantial. By August 21, 2025, Verb announced treasury assets exceeding $780 million, including $713 million in Toncoin and $67 million in cash. The company's purchase agreement for Toncoin, executed on July 31, 2025, involved acquiring approximately $272.70 million worth of Toncoin at a purchase price of $1.83 per Toncoin, representing an "approximate 40% discount to market price as of July 31, 2025." This discount is expected to lead to a greater yield from staking rewards compared to other blockchain platforms. This bold move into digital assets represents a significant diversification and a potential new engine for cash flow generation, distinct from its social commerce operations.

Outlook and Risks: A Path Forward with Caution

Management's outlook for Verb is decidedly optimistic. CEO Rory Cutaia stated in the Q1 2025 earnings call, "I do indeed expect Q2 results to be even better than this Q1." This confidence was borne out by the Q2 2025 revenue of $2.123 million, which significantly surpassed the Zacks Consensus Estimate of $0.9 million for the quarter. Management further projects the company will be able to fund operations "easily, easily into 2028 and beyond," underscoring the strength of its current liquidity and the anticipated contributions from its diversified business units and the TON Treasury Strategy.

However, this ambitious path is not without considerable risks, particularly those associated with the nascent and volatile digital asset market. The company's financial results and stock price will be highly susceptible to Toncoin price volatility, which is characterized by limited liquidity and potential for manipulation. The regulatory landscape for digital assets remains uncertain, with the risk that Toncoin could be classified as a security by the SEC or other regulators. Such a classification would subject Verb to additional stringent regulations (e.g., the Investment Company Act of 1940) and could force the company to dispose of a substantial majority of its Toncoin holdings, fundamentally altering its strategy.

The operational risks of the TON Treasury Strategy are also significant, including the need for secure key management, maintaining constant uptime for staking rewards, protection against "slashing" (penalties for validator misbehavior), and adapting to rapid protocol changes in the TON ecosystem. Interactions with smart contracts expose Verb to technical vulnerabilities, coding errors, and exploits, potentially leading to the loss or theft of Toncoin. Furthermore, the strategy involves counterparty risk with exchanges and custodians like Blockchain.com, which, being a non-U.S. entity, is not subject to U.S. laws and regulations. Cybersecurity incidents pose a constant threat, potentially leading to loss of assets, reputational damage, and regulatory scrutiny. The company also acknowledges the potential for Corporate Alternative Minimum Tax (CAMT) liability on unrealized Toncoin gains and general tax treatment uncertainty for crypto assets. While Verb intends to mitigate these risks through compliance policies and reputable partners, the inherent nature of these markets means these risks cannot be entirely eliminated.

Conclusion

Verb Technology Company stands at a pivotal juncture, having executed a dramatic strategic pivot that has reshaped its identity and future prospects. The company's transformation from a struggling SaaS vendor to a diversified entity focused on social commerce, AI-driven content, telehealth, crowdfunding, and a substantial digital asset treasury strategy represents a bold and calculated reinvention. The impressive revenue growth in its core operating segments, coupled with a robust, debt-free balance sheet, provides a strong foundation.

The audacious move into the TON Treasury Strategy, backed by significant capital and a strategic partnership with Telegram, positions Verb to capitalize on the burgeoning digital asset market and generate sustainable staking rewards. This technological leadership in interactive video and AI, exemplified by MARKET.live and the LyveCom acquisition, creates a competitive moat in its social commerce offerings. While the path forward is laden with risks, particularly the inherent volatility and regulatory uncertainties of the digital asset space, Verb's management has demonstrated a clear vision and decisive execution. Investors should closely monitor the company's ability to navigate these complex risks while continuing to leverage its technological advantages and strategic partnerships to realize the full potential of its diversified growth engines. The journey from a legacy business to a potential digital asset powerhouse is compelling, but success hinges on disciplined execution and adept risk management in these dynamic new frontiers.