Current Report Filing (8-k)
April 29 2020 - 4:47PM
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 28, 2020
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
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On
April 28, 2020, the Board of Directors (the “Board”) of Verus International, Inc. (the “Company”) approved
an amended and restated employment agreement with Anshu Bhatnagar, the Company’s Chief Executive Officer, which agreement
was entered into on April 29, 2020 (the “2020 Employment Agreement”). The 2020 Agreement amended and restated
the employment agreement entered into between the Company and Anshu Bhatnagar dated January 31, 2017 (the “2017 Agreement”).
Pursuant
to the terms of the 2020 Employment Agreement, Mr. Bhatnagar will receive an annual base salary of $350,000 per year, and in addition,
he will receive other forms of compensation including: stock-based base salary; annual cash-based bonus; annual grants of restricted
common stock of the Company (the “Common Shares”); and the opportunity to participate in any of the Company’s
equity option plans, if applicable. The base salary pursuant to the 2020 Employment Agreement is consistent with the salary
Mr. Bhatnagar has received since January 1, 2020.
Mr. Bhatnagar’s stock based salary, pursuant to the 2020 Employment
Agreement, will be in the form of Common Shares. An annual cash based bonus may be awarded to Mr. Bhatnagar, at the sole discretion
of the Board, that reflects and rewards his contributions to the Company’s business and success. Additionally, based on his
performance toward the achievement of agreed upon performance criteria, the Board may, in its sole discretion, award him a bonus
in an amount up to 100% of the then base salary. His bonus target is anticipated to be established by the Board, in consultation
with Mr. Bhatnagar, and reviewed quarterly. The Company may also, in its sole discretion, award him stock-based bonus that reflects
and rewards his contributions to the Company’s business and success. Finally, Mr. Bhatnagar shall have the opportunity to
participate in the Company’s equity incentive option plans, at the Board’s discretion.
Mr.
Bhatnagar may terminate the Employment Agreement at any time and for any reason; provided, however, Mr. Bhatnagar must provide
at least 30 days prior written notice of his termination. In addition, the Company may only terminate Mr. Bhatnagar’s employment
for Cause (as defined in the 2020 Employment Agreement). In the event Mr. Bhatnagar terminates his employment with the
Company for any reason, he shall be entitled to receive (i) any portion of his then base salary not paid through the date of termination;
(ii) reimbursement of expenses incurred on or prior to the termination date; (iii) any accrued but unused vacation pay; (iv)
any pro-rated and unpaid portion of the annual bonus Mr. Bhatnagar is entitled to as of the termination date; and (v)
any amount arising from Mr. Bhatnagar’ participation in, or benefits under, any benefit plans.
Mr.
Bhatnagar’s eligibility under the 2017 Agreement to receive warrants to purchase up to 7.5
million Common Shares for each $1 million in revenue generated by the Company until such time as he owned 20% of the Company’s
then issued and outstanding Common Shares was amended in the 2020 Employment Agreement to be consistent with the intentions of
the Board and with the Company’s former management. On April 28, 2020, the Board approved the issuance of sufficient common
stock purchase warrants (the “Warrants”) for Mr. Bhatnagar to own 20% of the Company’s Common Shares
on a fully diluted basis with the issuance of Warrants to purchase 471,883,795 Common Shares at an exercise price of $0.006
per share.
The
foregoing description of the 2020 Employment Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the 2020 Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Item
9.01 Financial Statements and 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:
April 29, 2020
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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