TON Strategy Company (TONX) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I'm Rory Cutaia, Chairman of the Board of Directors of Verb Technology Company, Inc. It is now 11:00 a.m. Pacific Daylight Time, and I declare this meeting open. Welcome to the 2021 Annual Meeting of Stockholders. On behalf of your Board of Directors, the management and the employees of Verb Technology Company, we thank you for joining us this morning. Our meeting today will take place as described in the agenda, available for viewing while accessing the Annual Meeting of Stockholders. At the outset, I would like to note that during the course of this meeting and any question-and-answer period afterwards, I or other representatives of Verb may make forward-looking statements regarding future events or the future financial performance of Verb. Such statements are predictions only, and actual events or results could differ materially from those made in any forward-looking statements due to a number of risks and uncertainties, including assumptions about future events based on current expectations, planned business development efforts, near- and long-term objectives, potential new business strategies, organization changes, changing markets, marketing efforts, future business performance and outlook. I refer you to Verb's most recent filings with the U.S. Securities and Exchange Commission, which contain and identify additional information, covering factors that could cause the results to differ materially from those contained in our projections or forward-looking statements. I would now like to introduce the members of the company's Board of Directors and officers who are present on this call. Jimmy Geiskopf, Lead Director; Nancy Heinen; Judith Hammerschmidt; Ken Cragun; and Phil Bond. We also have other corporate officers joining us today: Jeff Clayborne, Chief Financial Officer. Finally, we have Zabi Nowaid, our General Counsel; Ryan Wilkins, a representative from Stradling Yocca Carlson & Rauth, our Legal Counsel; and John Lucas, a representative from Weinberg & Company, P.A., our independent registered public accounting firm, present at the meeting today. So call to order. The business of the meeting is set out in the notice of Annual Meeting of Stockholders. With your consent, I will take the notice of the meeting as read. Jimmy Geiskopf, the Lead Director of the Board, will serve as Secretary of the meeting and record the proceedings. So this brings us to Item 4 in our agenda, the presentation of the meeting materials. The Board of Directors fixed August 25, 2021, as the record date for stockholders entitled to notice of, attend and vote at the annual meeting. The notice of meeting, proxy statement, form of proxy and voting instructions were made available to all stockholders on September 10, 2021. I present the affidavit of Broadridge Financial Solutions, Inc. with respect to the distribution of proxy materials to the stockholders of the company. These materials will be filed with the records of the meeting, and the list of stockholders of record entitled to vote will be available for inspection on the virtual platform throughout the meeting. Item 5. I will now introduce the Inspector of Election for our meeting. The Board of Directors has appointed Jimmy Geiskopf to act as the Inspector of Election. He's signed an oath of office and is responsible for tabulating the vote. The Inspector of Election will also sign a report concerning the number of shares which have been voted by proxy. Mr. Geiskopf will now present his report. Jimmy?

Thank you. The stockholders' list shows that holders of 67,641,263 shares of common stock are entitled to vote at this meeting. The holders of an aggregate of 38,798,852 shares of common stock are represented in person via remote communication or by proxy at this meeting. This represents at least 1/3 of the company's outstanding shares of common stock entitled to vote as of the record date and constitutes a quorum for purposes of this meeting.

Thank you. In view of the report by the inspector, a quorum is present, and I declare this meeting to be duly constituted and convened. Item 6. As set out in the proxy statement, there are 3 resolutions to be voted on at this meeting. The votes will be tabulated after all the ballot resolutions have been considered. I will present each of the resolutions. For Proposal 1, the 6 nominees for election to the Board of Directors who received a plurality of the votes cast will be elected for directors. Proposals 2 and 3 require the affirmative vote of a majority of the votes cast. Proposal 1. The first proposal to be voted on is for the election of myself, Mr. Geiskopf, Mr. Bond, Mr. Cragun, Ms. Heinen and Ms. Hammerschmidt to serve as directors of the company until the Annual Meeting of Stockholders in 2022 and until their successors are duly elected and qualified. The qualifications of each of these directors are described in the proxy statement. The company's Board of Directors recommends that stockholders vote for all in Proposal 1. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. [Voting]

We declare the polls closed for Proposal 1. Proposal 2. Proposal 2 is to ratify the Audit Committee selection of Weinberg & Company as the company's independent registered public accounting firm. The company's Board of Directors recommends that the stockholders vote for Proposal 2. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot now. [Voting]

Okay. I declare the polls closed for Proposal 2. Proposal 3. This is to approve postponing or adjourning the annual meeting, if necessary or appropriate. The company's Board of Directors recommends that the stockholders vote for Proposal 3. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot now. [Voting]

Okay. I declare the polls closed for Proposal 3. Moving on to Item 7. I will now ask Mr. Geiskopf, our Inspector of Election, to report on the interim voting results. Jimmy?

Approximately 100% of the total shares cast have been counted thus far. Based on the preliminary totals, all 6 of the nominees have been duly elected as directors. Weinberg & Company, P.A. has been ratified as the company's independent registered public accounting firm. And the proposal to postpone or adjourn the annual meeting, if deemed necessary or appropriate, has been approved. This concludes the interim report of the Inspector of Election.

Thank you, Jimmy. The final results of the poll, including all votes cast today and all proxy votes received in advance of the meeting, will be filed with the U.S. Securities and Exchange Commission within 4 business days after the meeting. Okay. Item 8. There being no further business to come before the meeting, I thank you for your attendance and now declare the meeting to be adjourned. And I'd like to move into Q&A.

Ladies and gentlemen, we thank you for your -- for all of you attending today's meeting. I'm happy to answer any questions from stockholders. If you've logged into meeting -- into the meeting with your 16-digit control number, you'll see the Ask a Question box at the bottom left of the screen. This is where you can submit a question, if any. Okay. So let me respond to questions about verbLIT. First, this was a monumental undertaking by our company. And I think that it really reflects and represents who we are today, what we've achieved, what we've accomplished? The state of the technology demonstrates quite clearly that I believe we are at the forefront of an extraordinary paradigm shift in online e-commerce and in particular, live stream shopping. And it's unfortunate that we had a problem with the network on the date that verbLIT was scheduled to occur. But as I promised, we would make sure that those problems were addressed, and we're going to put that out there again next week. We'll announce at least a day in advance when that will occur. And I'm really looking forward to everyone seeing us. Now this time, it's going to be very, very widely disseminated so that as many people as possible can see it. It is really an extraordinary piece of work and really truly does represent who we are. And I'm very much looking forward to everyone seeing it, the feedback that we'll get from it. And you already now know or at least many of you are following us, how the things that we're doing are leading to an expansion of our business in other verticals that we haven't discussed previously, very exciting verticals. More to come. But so far, what we've announced, what you've seen is that we're now adding a sports teams and franchises and stadiums to our customer list. And you've seen one announced, I expect that you'll see more in the near term. We're really excited about that. Growth in the not-for-profit area, colleges and universities, you're going to see some of those things in the near term as well. Another question here on Marketplace and verbTV. Those initiatives are on track. It is -- look, in my view, it's probably one of the most exciting things that's happening for our country. And when I refer to our country, I mean, Verb, the country of Verb and our shareholders. And it is really, really, really exciting, enormous value creation. You're going to see some events occur prior to the official launch that I think everyone is going to be extremely excited about. These are events that are going to have a global audience that will very clearly place Verb and our technology at the forefront of this industry demonstrate the value proposition of marketplace. Again, it's not the final name for this, that's coming soon, as you'll see all the marketing materials and other information about this new platform. And I really honestly can't wait to share this with you because this has been the culmination of many, many years of work and trial and error and ups and downs and steps forward and steps back. But what you're going to see and what this is going to mean for our company next year and beyond is almost immeasurable. So we're very excited about that. I don't see any other questions. And with that, I will declare this meeting adjourned.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.