Current Report Filing (8-k)
July 09 2019 - 6:02AM
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):
July 1, 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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Securities
registered pursuant to Section 12(b) of the Act: None.
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
1.01 Entry into a Material Definitive Agreement
On
July 1, 2019, Verus International, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”)
with an accredited investor pursuant to which the Company issued and sold a convertible note in the principal amount of $605,000
(including a $90,000 original issuance discount) (the “Note”). The closing of the transactions contemplated by the
SPA occurred on July 1, 2019.
The
Note matures on July 1, 2020, bears interest at a rate of 4% per annum (increasing to 24% per annum upon the occurrence of an
Event of Default (as defined in the Note)) and is convertible into shares of the Company’s common stock at a conversion
price of $0.10 per share, subject to adjustment. The Note may be prepaid by the Company at any time prior to the 180th day with
certain prepayment penalties as defined in the Note.
The
foregoing descriptions of the SPA and the 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 and 10.2, respectively, to this Current Report on Form
8-K, and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
On
July 1, 2019, the Company issued the Note. The Note has not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any state, and was offered and issued in reliance on the exemption from
registration requirements under the Securities Act afforded by Section 4(a)(2) thereof.
Item 8.01 Other Events.
On July 8, 2019, the Company issued a press release announcing the Note. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
July 8, 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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