Amended Current Report Filing (8-k/a)
May 15 2020 - 5:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No. 1)
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 15, 2020 (April 3, 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. [ ]
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Verus International, Inc.
(the “Company”), as filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2020 (the
“Original Report”), in which the Company reported information relating to the Company’s acquisition of a 51%
equity interest (the “Control Interest”) in ZC Top Apparel Manufacturing, Inc. (“ZC TAM”) under Item 7.01
of Form 8-K.
This
Amendment No. 1 updates and supplements the disclosures contained in the Original Report to file such information under Item 8.01
of Form 8-K and to amend and restate the disclosure in its entirety as set forth below:
Item
8.01. Other Events.
On
May 4, 2020, the Company filed the Original Report which described and attached the Company’s April 3, 2020 press release
(the “Release”) announcing the Company’s binding April 3, 2020 agreement (the “Acquisition Agreement”)
to acquire the Control Interest in ZC TAM. The Original Report also attached a version of the Acquisition Agreement which differed
from the one executed by the parties, in that the executed version (a copy of which is filed herewith) is titled “Binding
Term Sheet” rather than “Term Sheet.” The Acquisition Agreement was confirmed and superseded by the Securities
Purchase Agreement dated May 8, 2020 by and between the Company and ZC TAM (the “Purchase Agreement”) disclosed by
the Company in a Current Report on Form 8-K as filed with the SEC on May 8, 2020. The Original Report also incorrectly attached
(and described) an April 2, 2020 Letter Agreement (the “Letter Agreement”) containing a one year exclusive option
(the “Option”) with ZC TAM to complete the acquisition of the Control Interest. The Option was, as of April 2, 2020,
believed to be necessary under Philippine law to ensure the binding nature of the Acquisition Agreement. However, because the
parties intended to consummate the acquisition of the Control Interest on April 3, 2020, and acted thereafter in accordance therewith,
the Option was no longer an element of the transaction, and was not considered by either the Company or ZC TAM to be in effect.
The Option and Letter Agreement therefore should not have been attached to or described in the Original Report.
Copies
of the Purchase Agreement, the Release and the Acquisition Agreement (as executed) are filed herewith as Exhibits 10.1, 99.1 and
99.2 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
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Description
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10.1
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Securities Purchase Agreement dated May 8, 2020 by and between Verus International, Inc. and ZC Top Apparel Manufacturing, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020 and incorporated herein by reference).
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99.1
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Press Release, dated April 3, 2020 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2020 and incorporated herein by reference).
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99.2
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Verus International, ZC Top Apparel Manufacturing, Inc. Term Sheet (Acquisition Agreement), April 3, 2020 (as executed by the parties).
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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 15, 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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