Current Report Filing (8-k)
February 28 2020 - 5:07PM
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 24, 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
4.01 Changes in Registrant’s Certifying Accountant.
On
February 24, 2020, the Board of Directors (the “Board”) of Verus International, Inc. (the “Company”) approved
the appointment of Assurance Dimensions, Inc. (“Assurance Dimensions”) as the Company’s independent registered
public account firm effective as of February 24, 2020. Assurance Dimensions replaces Mayer Hoffman McCann P.C. (“MHM”)
who resigned as the Company’s independent registered public accounting firm effective as of February 18, 2020.
Assurance
Dimensions reported on the Company’s financial statements for the fiscal years ended October 31, 2018 and October 31, 2017.
During the two most recent fiscal years and the subsequent period through the appointment of Assurance Dimensions, the Company
did not consult with Assurance Dimensions regarding the matters set forth in Item 304(a)(2)(i) of Regulation S-K; however, the
Company consulted with Assurance Dimensions regarding the matters set forth in Item 304(a)(2)(ii) of Regulation S-K. Specifically,
the Company and MHM, the Company’s prior independent registered public accounting firm, had certain unresolved discussions
on whether, and how, to correct prior period financial statements for the following errors:
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●
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Unrecorded
stock-based compensation, and
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Classification
of equity instruments (including conversion features, warrants, and stock compensation warrants) subsequent to the Company having
an insufficient number of authorized shares to settle certain equity classified instruments.
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Furthermore,
although MHM did not complete its audit prior to the date upon which it resigned as the Company’s independent registered
public accounting firm, MHM believed the errors to be material to the Company’s prior period financial statements, including
the annual and interim periods affected, and indicated to the Company that such errors should be corrected by restating the financial
statements previously filed (e.g., via a Form 10-K/A and Form 10-Q/A).
The
Company discussed the foregoing matters with Assurance Dimensions; however, Assurance Dimensions was unable to comment on the
foregoing matters without completing its audit for the fiscal year ended October 31, 2019.
The
Company has provided a copy of the foregoing disclosures to Assurance Dimensions.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
February 14, 2020, MHM advised the Company that it believed there were certain errors in the Company’s prior period financial
statements, including the Company’s annual and interim periods which should be corrected by restating the financial statements
previously filed by the Company. Specifically, MHM advised the Company that it believed such errors should be corrected by a restatement
of the financial statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31,
2018 and the Quarterly Reports on Form 10-Q for the quarters ended January 31, 2019, April 30, 2019 and July 31, 2019 (collectively,
the “SEC Reports”).
Although
MHM was engaged to conduct an audit for the Company’s fiscal year ended October 31, 2019, MHM did not previously issue an
audit report nor did it complete an interim review with respect to the Company’s previously issued financial statements.
The
Board of Directors of the Company and Assurance Dimensions have not yet made an assessment as to whether the financial statements
in the SEC Reports need to be restated at this time and will supplement this Current Report on Form 8-K if, upon the completion
of Assurance Dimension’s audit, the Company’s Board of Directors and Assurance Dimensions believe that the financial
statements in the SEC Reports should not be relied upon.
The
Company has provided a copy of the disclosures set forth in this Item 4.02 to MHM and requested MHM to provide the Company with
a letter indicating whether or not MHM agrees with such disclosures. A copy of the letter, dated February 28, 2020 is attached
hereto as Exhibit 7.1.
Item
9.01 Financial Statements and 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
28, 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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