Current Report Filing (8-k)
September 20 2019 - 5:17PM
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): September 17, 2019
VERUS
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-34106
|
|
11-3820796
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
September 17, 2019, Verus International, Inc. (the “Company”) entered into securities purchase agreements
(the “Securities Purchase Agreements”) with accredited investors pursuant to which the Company issued
and sold convertible promissory notes in the aggregate principal amount of $660,000 (including an aggregate
of $110,000 in original issuance discounts) (the “Notes”). The closing of the transactions contemplated
by the Securities Purchase Agreements occurred on September 17, 2019.
The
Notes mature on September 17, 2020, bear interest at a rate of 4% per annum (increasing to 24% per annum upon the
occurrence of an Event of Default (as defined in the Notes)) and are convertible into shares of the Company’s
common stock, par value $0.000001 per share, at a conversion price of $0.10 per share, subject to adjustment. The Notes
may be prepaid by the Company at any time prior to the 180th day after the issuance date of the Notes with
certain prepayment penalties as set forth therein.
The
foregoing description of the Securities Purchase Agreements and the Notes does not purport to be complete and is
qualified in its entirety by reference to the full text of the form of those documents, which are attached as
Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are 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 Notes have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were
offered and issued in reliance on the exemption from the 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.
|
Verus International, Inc.
|
|
|
Dated:
September 20, 2019
|
/s/
Anshu Bhatnagar
|
|
Anshu Bhatnagar
|
|
Chief Executive Officer
|
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Verus (CE) (USOTC:VRUS)
Historical Stock Chart
From Sep 2023 to Sep 2024