Current Report Filing (8-k)
July 24 2020 - 5:02PM
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): July 20, 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
July 20, 2020, Verus International, Inc. (the “Company”) and its wholly owned subsidiary Big League Foods, Inc. (“BLF”)
entered into a letter agreement (“Agreement”) with an accredited investor to extend the maturity date of the
March 31, 2020 promissory note in the principal amount of $312,500 (the “Note”), which matured on July 1, 2020. The
maturity date was extended ninety (90) days to September 29, 2020.
Additionally,
the Agreement provides that BLF will sell certain of its inventory (“Purchased Inventory”) to the accredited
investor as an approved Distributor and that the accredited investor will make certain invoice payments to BLF vendors.
Upon the sale of Purchased Inventory by the accredited investor, the accredited investor will retain the first $67,421.50
of proceeds and then apply future proceeds on a per case amount, as specified within the Agreement, as a reduction of the
outstanding Note balance. Any remaining Note balance will be due and payable by the Company upon maturity of the Note.
The
foregoing description of the Agreement 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
9.01. Financial Statements and Exhibits.
(d)
Exhibits
*
Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively
harmful if publicly disclosed.
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: July 24,
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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