Item
1.01
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Entry
Into A Material Definitive Agreement
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February
8, 2019 Securities Purchase Agreement
On
February 8, 2019 (the “First Closing Date”), Verus International, Inc. (the “Corporation”) entered into
a securities purchase agreement (the “First Securities Purchase Agreement”) with an accredited investor (the “First
Investor”), whereby the Corporation agreed to issue and sell: (i) an 8% convertible promissory note in the original principal
amount of $1,250,000 (the “First Note”) and (ii) a three-year warrant to purchase up to 925,925,925 shares of the
Corporation’s common stock, $0.001 per share (the “Common Stock”) (the “First Warrant”).
In
connection with the First Securities Purchase Agreement, the Corporation also entered into a Registration Rights Agreement with
the First Investor (the “First Registration Rights Agreement”), pursuant to which the Corporation is required to file
a Registration Statement on Form S-1 (or Form S-3, if available) (the “Registration Statement”) covering the resale
of the Registrable Securities (as defined in the First Registration Rights Agreement) within 60 days of the First Closing Date.
The Corporation is further required to use its best efforts to have the Registration Statement declared effective by the SEC as
soon as practicable, but in no event later than the earlier of: (x) (i) in the event that the Registration Statement is not subject
to a review by the U.S. Securities and Exchange Commission (the “SEC”), 120 calendar days after the First Closing
Date or (ii) in the event that the Registration Statement is subject to a limited or full review by the SEC, 140 calendar days
after the First Closing Date; and (y) the 5
th
business day after the date the Corporation is notified (orally or in
writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further
review.
The
foregoing descriptions of the First Securities Purchase Agreement, the First Registration Rights Agreement, the First Warrant
and the First Note 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, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and are incorporated
herein by reference.
February
11, 2019 Securities Purchase Agreement
On
February 11, 2019 (the “Second Closing Date”), the Corporation entered into a securities purchase agreement (the “Second
Securities Purchase Agreement”) with an accredited investor (the “Second Investor”), whereby the Corporation
agreed to issue and sell: (i) an 8% convertible promissory note in the original principal amount of $200,000 (the “Second
Note”) and (ii) a three-year warrant to purchase up to 148,148,148 shares of the Corporation’s Common Stock (the
“Second Warrant”).
In
connection with the Second Securities Purchase Agreement, the Corporation also entered into a Registration Rights Agreement with
the Second Investor (the “Second Registration Rights Agreement”), pursuant to which the Corporation is required to
file the Registration Statement covering the resale of the Registrable Securities (as defined in the Second Registration Rights
Agreement) within 60 days of the Second Closing Date. The Corporation is further required to use its best efforts to have the
Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of: (x) (i)
in the event that the Registration Statement is not subject to review by the SEC, 120 calendar days after the Closing Date or
(ii) in the event that the Registration Statement is subject to a limited or full review by the SEC, 140 calendar days after the
Second Closing Date; and (y) the 5
th
business day after the date the Corporation is notified (orally or in writing,
whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.
The
foregoing descriptions of the Second Securities Purchase Agreement, the Second Registration Rights Agreement, the Second Warrant
and the Second Note 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 10.5, 10.6, 10.7 and 10.8, respectively, to this Current Report on Form 8-K, and are incorporated
herein by reference.