Current Report Filing (8-k)
February 14 2020 - 6:01PM
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): February 14, 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
1.01. Entry into a Material Definitive Agreement.
On
February 10, 2020, Verus International, Inc. (the “Company”) issued and sold a convertible promissory note
with an accredited investor in the principal amount of $420,000 (including a $70,000 original issuance discount) (the “Note”).
The closing of the transaction contemplated by the Note occurred on February 10, 2020, the date the Company received net proceeds
in the amount of $350,000.
The
Note matures on November 10, 2020, bears interest at a rate of 4% per annum, and is convertible into shares of the Company’s
common stock, par value $0.000001 per share, at a conversion price of $0.0125 per share, subject to adjustment. The Note may be
prepaid by the Company at any time prior to the 180th day after the issuance date of the Note with certain prepayment penalties
as set forth therein.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text
of the form of this document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is hereby 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.
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
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:
February 14, 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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