Current Report Filing (8-k)
May 08 2020 - 5:29PM
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): May 8, 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 [ ]
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
May 8, 2020, Verus International, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “May
8, 2020 Agreement”) with ZC Top Apparel Manufacturing (“ZC Top”) wherein the Company agreed to acquire 5,100,000
common voting shares of ZC Top, par value of One Pesos (P1.00) per share, representing 51% of the issued and outstanding common
voting shares of ZC Top (the “Majority Interest”). Previously, in a binding letter agreement dated April 3, 2020 between
the Parties, they agreed to transfer the Majority Interest upon the exercise of an exclusive option by the Company. The May 8,
2020 Agreement supersedes that letter, thereby completing the transfer of the Majority Interest on May 8, 2020, with additional
funding by the Company into ZC Top to be at Company’s option.
The
purchase price for the Majority Interest was $100,000, which was paid by the Company. Additional working capital can be provided
by the Company when needed, from time to time in the form of purchase financing, letters of credit, bank guarantees, merchant
cash advances or any other structure that may be required to facilitate the business.
The
May 8, 2020 Agreement contained negotiated representations, warranties and covenants by the parties, which were customary for
transactions of this type.
The
foregoing description of the May 8, 2020 Agreement is only a summary and is qualified in its entirety by reference to the complete
text of the May 8, 2020 Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
8.01. Other Events
On
April 3, 2019, the Company issued a press release announcing the entering into of the Agreement.
Item
9.01. Financial Statements and Exhibits.
*provided
in Form 8-K filed on May 4, 2020 and incorporated herein by reference
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: May 8, 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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Verus (CE) (USOTC:VRUS)
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