Amended Statement of Changes in Beneficial Ownership (4/a)
January 11 2019 - 5:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Bhatnagar Anshu
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2. Issuer Name
and
Ticker or Trading Symbol
VERUS INTERNATIONAL, INC.
[
VRUS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O VERUS INTERNATIONAL, INC., 9841 WASHINGTONIAN BOULEVARD, #390
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2017
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(Street)
GAITHERSBURG, MD 20878
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/12/2017
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
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$0.006
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1/2/2017
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J
(1)
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11581467
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1/10/2017
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1/10/2019
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Common Stock
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11581467
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$0
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11581467
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D
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Warrants
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$0.0079
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1/1/2018
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J
(2)
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8505249
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1/1/2018
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1/1/2020
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Common Stock
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8505249
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$0
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8505249
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D
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Warrants
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$0.0022
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1/1/2019
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J
(2)
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44970000
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1/1/2019
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1/1/2021
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Common Stock
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44970000
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$0
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44970000
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D
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Warrants
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$0.0079
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6/30/2017
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J
(2)
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7500000
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6/30/2017
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6/30/2019
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Common Stock
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7500000
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$0
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7500000
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D
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Warrants
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$0.022
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9/30/2017
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J
(2)
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7500000
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9/30/2017
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9/30/2019
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Common Stock
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7500000
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$0
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7500000
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D
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Warrants
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$0.0079
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12/31/2017
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J
(2)
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7500000
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12/31/2017
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12/31/2019
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Common Stock
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7500000
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$0
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7500000
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D
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Warrants
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$0.0058
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3/31/2018
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J
(2)
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7500000
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3/31/2018
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3/31/2020
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Common Stock
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7500000
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$0
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7500000
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D
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Warrants
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$0.0079
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6/30/2018
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J
(2)
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7500000
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6/30/2018
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6/30/2020
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Common Stock
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7500000
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$0
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7500000
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D
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Warrants
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$0.0032
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9/30/2018
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J
(2)
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7500000
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9/30/2018
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9/30/2020
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Common Stock
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7500000
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$0
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7500000
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D
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Warrants
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$0.0022
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12/31/2018
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J
(2)
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7500000
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12/31/2018
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12/31/2020
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Common Stock
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7500000
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$0
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7500000
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D
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Warrants
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$0.006
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12/28/2018
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J
(3)
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11581467
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1/2/2017
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(4)
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Common Stock
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11581467
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$0
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0
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D
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Warrants
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$0.0079
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12/28/2018
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J
(3)
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8505249
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1/1/2018
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1/1/2020
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Common Stock
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8505249
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$0
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0
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D
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Warrants
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$0.0022
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12/28/2018
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J
(3)
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44970000
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1/1/2019
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1/1/2021
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Common Stock
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44970000
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$0
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0
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D
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Warrants
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$0.0079
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12/28/2018
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J
(3)
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7500000
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6/30/2017
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6/30/2019
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Common Stock
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7500000
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$0
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0
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D
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Warrants
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$0.022
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12/28/2018
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J
(3)
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7500000
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9/30/2017
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9/30/2019
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Common Stock
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7500000
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$0
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0
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D
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Warrants
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$0.0079
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12/28/2018
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J
(3)
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7500000
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12/31/2017
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12/31/2019
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Common Stock
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7500000
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$0
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0
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D
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Warrants
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$0.0058
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12/28/2018
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J
(3)
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7500000
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3/31/2018
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3/31/2020
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Common Stock
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7500000
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$0
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0
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D
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Warrants
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$0.0079
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12/28/2018
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J
(3)
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7500000
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6/30/2018
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6/30/2020
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Common Stock
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7500000
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$0
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0
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D
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Warrants
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$0.0032
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12/28/2018
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J
(3)
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7500000
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9/30/2018
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9/30/2020
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Common Stock
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7500000
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$0
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0
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D
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Warrants
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$0.0022
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12/28/2018
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J
(3)
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7500000
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12/31/2018
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12/31/2020
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Common Stock
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7500000
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$0
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0
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D
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Series C Convertible Preferred Stock
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(5)
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12/28/2018
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J
(3)
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295801
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12/28/2018
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(6)
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Common Stock
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29580100
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$0
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395801
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D
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Explanation of Responses:
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(1)
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On January 12, 2017, the Reporting Person filed a Form 4 (the "Original Form 4") pursuant to which he indicated that on January 10, 2017, he exercised warrants (the "Original Warrants") to purchase 11,581,467 shares of common stock for $0.006 per share. In addition, the Reporting Person reported that he exercised the Original Warrants on a cashless basis (resulting in the withholding of 2,331,838 shares of common stock underlying the Original Warrants) resulting in the issuance of 9,249,629 shares of common stock upon the exercise thereof. At the time the Reporting Person filed the Original Form 4, the Company did not have sufficient authorized shares of common stock to issue the Reporting Person 9,249,629 shares of common stock upon the cashless exercise of the Original Warrant. Accordingly, the Original Form 4 erroneously reported that the Original Warrant was exercised.
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(2)
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Issued to the Reporting Person pursuant to the employment agreement between the Issuer and Reporting Person dated January 31, 2017.
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(3)
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The Reporting Person exchanged, among other things, the warrants for an aggregate of 295,801 shares of Series C Convertible Preferred Stock.
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(4)
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The warrants have no expiration date.
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(5)
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Each share of Series C Convertible Preferred Stock is convertible into such number of shares equal to the Stated Value divided by the Conversion Price. "Stated Value" initially means $5.00 per share and "Conversion Price" initially means $0.05 per share.
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(6)
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The Series C Convertible Preferred Stock have no expiration date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bhatnagar Anshu
C/O VERUS INTERNATIONAL, INC.
9841 WASHINGTONIAN BOULEVARD, #390
GAITHERSBURG, MD 20878
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X
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Chief Executive Officer
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Signatures
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/s/Anshu Bhatnagar
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1/11/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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