VERB Verb Technology Company, Inc. - 8-K

Item
5.08

Shareholder
Director Nominations.

To
the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item
8.01

Other
Events

TON
Strategy Company (the “Company”) announced today that the Company’s 2026 annual meeting of stockholders (the “2026
Annual Meeting”) has been scheduled for June 9, 2026. All holders of record of common stock outstanding as of the close of business
on April 15, 2026 will be entitled to vote at the 2026 Annual Meeting. The time and location for the 2026 Annual Meeting will be set
forth in the Company’s definitive proxy statement for the 2026 Annual Meeting.

As
the 2026 Annual Meeting is being held more than 30 days before the anniversary of the Company’s 2025 annual meeting of stockholders
(the “2025 Annual Meeting”) under Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and under the Company’s Amended and Restated Bylaws (the “Bylaws”), the Company is hereby providing notice
of the below revised deadlines for qualified stockholder proposals and stockholder nominations.

In
order for a stockholder proposal for the 2026 Annual Meeting to be eligible for inclusion in the Company’s proxy statement pursuant
to Rule 14a-8 of the Exchange Act, the Company must receive the proposal and supporting statements at its principal executive offices
no later than the close of business on April 6, 2026. Stockholder proposals and director nominations brought under the Company’s
Bylaws and which would not be included in the proxy materials for the 2026 Annual Meeting, must comply with advance notice provisions
set forth in the Company’s Bylaws. For any proposed business or nomination to be considered properly brought before the 2026 Annual
Meeting, the Company must receive written notice of such business or nomination at its principal executive offices no later than the
close of business on April 6, 2026. Any notice of proposed business or nomination must comply with the specific requirements set forth
in Rule 14a-8 and the Bylaws, as applicable.

In
addition to satisfying the above requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in
support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required
by Rule 14a-19 of the Exchange Act no later than April 6, 2026 to the address set forth above.