Current Report Filing (8-k)
April 11 2019 - 4:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
April 9, 2019
VERUS
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-34106
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11-3820796
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
April 9, 2019, Verus International, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”)
to its Second Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock
to include a beneficial ownership limitation.
Pursuant
to the Amendment, the Company is prohibited from effecting a conversion of the Series A Convertible Preferred Stock (the “Series
A Preferred Stock”) to the extent that, as a result of such conversion, the holder together with its Affiliates (as defined
in the Amendment) and Attribution Parties (as defined in the Amendment) would own more than 9.99% of the number of shares of the
Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon
conversion of the Series A Preferred Stock. The beneficial ownership limitation may be increased or decreased upon written notice
by a holder of Series A Preferred Stock, which increase or decrease in beneficial ownership limitation will become effective 61
days after such written notice is delivered to the Company and shall only apply to the holder providing such notice.
The
foregoing description of the Amendment 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
9.01
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Financial
Statements and Exhibits.
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(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.
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Verus
International, Inc.
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Dated:
April 11, 2019
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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Verus (CE) (USOTC:VRUS)
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