Amended Current Report Filing (8-k/a)
February 12 2019 - 5:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
January 26, 2019 (February 12, 2019)
VERUS
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-34106
|
|
11-3820796
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
9841
Washingtonian Boulevard, #390
Gaithersburg,
MD 20878
(Address
of principal executive offices) (zip code)
(301)
329-2700
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Explanatory
Note
This
amendment (“Amendment”) on Form 8-K/A is an amendment to the Current Report on Form 8-K of Verus International, Inc.
(the “Company”) filed with the U.S. Securities and Exchange Commission on February 11, 2019 (the “Original 8-K”).
This Amendment is being filed to provide disclosure with respect to the Note Amendments (as defined herein) and the Amended and
Restated COD (as defined here). No other modification to the Original 8-K is being made by this Amendment. The information previously
reported in or filed with the Original 8-K is hereby incorporated by reference into this Amendment.
|
Item
1.01
|
Entry
Into A Material Definitive Agreement.
|
In
connection with the closing of the transactions contemplated by that certain securities purchase agreement dated February 8, 2019
by and between the Company and an accredited investor (the “SPA”), the Company entered into (i) amendment no. 1 (the
“First Note Amendment”) dated January 26, 2019 to the promissory note issued in favor of the Donald P. Monaco Insurance
Trust (the “Note”) whereby the maturity date of the Note was amended to January 26, 2020 and (ii) amendment no. 2
(the “Second Note Amendment, and together with the First Note Amendment, the “Note Amendments”) dated February
8, 2019 to the Note whereby the maturity date of the Note was amended to November 8, 2019.
The
foregoing descriptions of the First Note Amendment and the Second Note Amendment do not purport to be complete and are qualified
in their entirety by reference to the full text of those documents, which are attached as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K, and are incorporated herein by reference.
|
Item
3.03
|
Material
Modification to Rights of Security Holders.
|
In
connection with the closing of the transactions contemplated by the SPA, on February 8, 2019, the Company filed the Second Amended
and Restated Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the “Amended
and Restated COD”) whereby the Company removed the anti-dilution protection for holders of Series A Convertible Preferred
Stock and provided holders of such preferred stock with a right of participation in future financings.
The
foregoing description of the Amended and Restated COD does not purport to be complete and is qualified in its entirety by reference
to the full text of such document, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
The
disclosure in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
Verus
International, Inc.
|
|
|
|
|
Dated:
February 12, 2019
|
/s/
Anshu Bhatnagar
|
|
|
Anshu
Bhatnagar
|
|
|
Chief
Executive Officer
|
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From Apr 2023 to Apr 2024
