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| CIK | 1430523 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Verus International, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 14, 2023 |
VRUS / Verus International Inc / Citadel Securities GP LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234672d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Verus International, Inc. (Name of Issuer) Common stock, par value $0.000001 per share (the “Share |
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| November 28, 2022 |
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): November 21, 2022 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| November 9, 2022 |
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): November 6, 2022 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS INTER |
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| September 16, 2022 |
Form of Note dated May 10, 2022 Exhibit 10.38 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| September 16, 2022 |
Form of Securities Purchase Agreement dated May 10, 2022 Exhibit 10.37 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 24, 2022, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 4300 Greenbriar Drive, Stafford, TX 77477 (the ?Company?), and [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemp |
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| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: July 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? T |
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| June 21, 2022 |
Form of Note dated May 10, 2022 Exhibit 10.36 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS INTE |
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| June 21, 2022 |
Form of Securities Purchase Agreement dated May 10, 2022 Exhibit 10.35 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 10, 2022, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: April 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS IN |
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| April 15, 2022 |
Exhibit 10.36 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| April 15, 2022 |
Exhibit 21.1 Subsidiaries Pachyderm Labs, LLC, a Delaware limited liability company Verus Foods, Inc., a Nevada corporation Verus Foods MENA Limited, a JAFZA offshore company Verus Middle East General Trading, LCL, a Dubai limited liability company Verus Foods (Singapore) PTE. LTD., a Singapore private limited company Pachyderm Labs, Inc., a Florida corporation |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS INTERNATIO |
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| April 15, 2022 |
Exhibit 10.35 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of December 10, 2021, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the ?Company?), and [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in relian |
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| April 15, 2022 |
Exhibit 10.33 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of October 26, 2021, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the ?Company?), and [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in relianc |
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| April 15, 2022 |
Form of Note dated November 5, 2021 (Incorporated by reference to Form 10-K filed on April 15, 2022) Exhibit 10.34 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| March 18, 2022 |
NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: January 31, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Verus International, Inc. (Name of Issuer) Common stock, par value $0.000001 per share (the ?Shares?) (Title of Class of Securities) 92537A2 |
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| February 14, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Verus International, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended, on behalf of each of the under |
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| February 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: October 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition |
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| September 20, 2021 |
Exhibit 10.23 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of August 5, 2021, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering thi |
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| September 20, 2021 |
Exhibit 10.24 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| September 20, 2021 |
Exhibit 10.25 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of August 12, 2021, by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #200, Gaithersburg, MD 20878 (the ?Company?), and [] with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and d |
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| September 20, 2021 |
Exhibit 10.26 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT?) US $110, |
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| September 20, 2021 |
Exhibit 10.21 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 29, 2021, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this |
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| September 20, 2021 |
Exhibit 10.22 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| September 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS INTER |
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| September 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: July 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Re |
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| June 21, 2021 |
Form of Note dated April 15, 2021 (Incorporated by reference to Form 10-Q filed on June 21, 2021) Exhibit 10.20 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT?) US $143, |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS |
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| June 21, 2021 |
Exhibit 10.17 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 8, 2021, by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and de |
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| June 21, 2021 |
Form of Note dated April 7, 2021 (Incorporated by reference to Form 10-Q filed on June 21, 2021) Exhibit 10.16 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| June 21, 2021 |
Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 15, 2021, by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #200, Gaithersburg, MD 20878 (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and d |
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| June 21, 2021 |
Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 7, 2021, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering this |
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| June 21, 2021 |
Form of Note dated April 8, 2021 (Incorporated by reference to Form 10-Q filed on June 21, 2021) Exhibit 10.18 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT?) US $150, |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: April 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition R |
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| May 21, 2021 |
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): May 18, 2021 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commission |
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| April 7, 2021 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Verus International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 92537A106 (CUSIP Number) April 07, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| March 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERU |
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| March 19, 2021 |
Exhibit 21.1 Subsidiaries Big League Foods, Inc., a Delaware corporation Eliot?s Nut Butters, LLC, a Delaware limited liability company Pachyderm Labs, LLC, a Delaware limited liability company Verus Foods, Inc., a Nevada corporation Verus Foods MENA Limited, a JAFZA offshore company Verus Middle East General Trading, LCL, a Dubai limited liability company Verus Foods (Singapore) PTE. LTD., a Sing |
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| March 19, 2021 |
Exhibit 10.56 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of February 1, 2021 by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delive |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS INTERN |
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| March 19, 2021 |
Form of Note dated January 4, 2021 (Incorporated by reference to Form 10-K filed on March 9, 2021) Exhibit 10.55 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| March 19, 2021 |
Exhibit 10.54 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of January 4, 2021, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the ?Company?), and [], with its address at [] (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and delivering th |
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| March 19, 2021 |
Form of Note dated February 1, 2021 (Incorporated by reference to Form 10-K filed on March 9, 2021) Exhibit 10.57 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| February 23, 2021 |
Exhibit 10.1 VERUS INTERNATIONAL, INC. EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered into as of this 17th day of February 2021 by and between Verus International, Inc., a Delaware corporation with a principal place of business in Gaithersburg, MD (the ?Company?), and Apurva Dhruv, an individual (the ?Executive?). WHEREAS, the Company and the Executive wish to set forth th |
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| February 23, 2021 |
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 17, 2021 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| February 5, 2021 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits 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 1, 2021 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| February 5, 2021 |
Exhibit 10.1 MUTUAL RESCISSION AND RELEASE AGREEMENT This MUTUAL RESCISSION AND RELEASE AGREEMENT (“Rescission”) is made and entered into this February 1, 2021 (the “Effective Date”) by and between Eliot’s Adult Nut Butter, LLC, an Oregon limited liability company (“Eliots”) Michael Kanter, Tyler Kirk, Resolut Partners LLC, and Burst Management LLC (the “Holders”) and Verus International, Inc., a |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: October 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition |
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| January 25, 2021 |
Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $88,00 |
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| January 25, 2021 |
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): January 19, 2021 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| January 25, 2021 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 13, 2021, by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the “Company”), and [], with its address at [] (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and |
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| January 12, 2021 |
Verus International Completes Requirements for Reverse Stock Split Exhibit 99.1 Verus International Completes Requirements for Reverse Stock Split Gaithersburg, MD – January 12, 2021 – Verus International, Inc. (“Verus” or the “Company”) (OTC Pink: VRUS) has completed its previously announced 1-for-500 reverse stock split. The Market Effective Date of the reverse stock split will be published by FINRA and can be accessed via FINRA’s Daily List for Over the Counte |
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| January 12, 2021 |
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): January 12, 2021 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| January 12, 2021 |
Exhibit 3.1 |
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| December 28, 2020 |
Verus International Enters Into Agreements with Game On Foods Exhibit 99.1 Verus International Enters Into Agreements with Game On Foods Gaithersburg, MD – December 28, 2020 – Verus International, Inc. (“Verus” or the “Company”) (OTC Pink: VRUS) is announcing that the Company and its wholly owned subsidiary, Big League Foods, Inc. (“BLF”), entered into a letter agreement (the “Agreement”) with ACG Global Solutions, Inc. (“ACG”) and Game on Foods, Inc. (“GOF” |
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| December 28, 2020 |
Form of Agreement (Incorporated by reference to Form 8-K filed on December 28, 2020) Exhibit 10.2 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LETTER AGREEMENT ACG Global Solutions Inc.; Verus International Inc.; Big League Foods Inc.; Game On Foods Inc. This letter agreement (the “Agreement”) is made as of the Effective Date indicated above the signatu |
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| December 28, 2020 |
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): December 18, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| December 28, 2020 |
Exhibit 10.1 PROMISSORY Note Amendment This special amendment (the “Special Amendment”) is made as of the Effective Date indicated above the signature lines below, between ACG Global Solutions Inc. (“ACG”) and Verus International Inc. (“Verus”). WHEREAS ACG and Verus entered into a promissory note dated on or about March 27, 2020 in which Verus agrees to repay money to ACG (the “Note”). WHEREAS AC |
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| December 23, 2020 |
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): December 18, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| December 11, 2020 |
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): December 7, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| December 11, 2020 |
Exhibit 16.1 RBSM LLP NEW YORK, NEW YORK December 7, 2020 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Verus International, Inc. (the “Company”) Form 8-K dated December 7, 2020, and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with other statemen |
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| November 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) VERUS INTERNATI |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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| October 30, 2020 |
Exhibit 10.1 AMENDMENT NO. 4 TO PROMISSORY NOTE This Amendment No. 4 (this “Amendment”) to the promissory note, effective October 1, 2020, is by and between Verus International, Inc., a Delaware corporation (the “Company”) and Donald P. Monaco Insurance Trust (the “Holder”). RECITALS WHEREAS, the Company issued the Holder a promissory note dated January 26, 2018 in the original principal amount of |
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| October 30, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 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): October 26, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| October 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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| October 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) VERUS INTERNATI |
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| October 7, 2020 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits - 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): October 5, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissi |
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| October 7, 2020 |
Demand for Repayment and Notice of Rescission of Transaction Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Seyfarth Shaw LLP 975 F Street, N.W. Washington, DC 20004-1454 T (202) 463-2400 F (202) 828-5393 [email protected] T (202) 828-5389 www.seyfarth.com October 5, 2020 Via E-Mail Mr. Ronald Ian Bilang, CEO ZC Top |
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| September 21, 2020 |
Form of Securities Purchase Agreement dated July 14, 2020 Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2020, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the “Company”), and [], with its address at [] (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this |
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| September 21, 2020 |
Exhibit 10.16 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| September 21, 2020 |
Form of Note dated July 14, 2020 Exhibit 10.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| September 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS I |
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| September 21, 2020 |
Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 22, 2020, by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the “Company”), and [], with its address at [] (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and de |
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| September 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: July 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Re |
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| September 3, 2020 |
VERUS INTERNATIONAL EXPANDS PRODUCT LINE — ACQUIRES ELIOT’S NUT BUTTERS Exhibit 99.1 VERUS INTERNATIONAL EXPANDS PRODUCT LINE — ACQUIRES ELIOT’S NUT BUTTERS Gaithersburg, MD – September 3, 2020 – Verus International, Inc. (“Verus” or the “Company”) (OTCQB: VRUS) is pleased to announce that it has acquired Eliot’s Nut Butters (“Eliot’s”), an award-winning small batch, flavored nut butter company based in Portland, Oregon. Eliot’s currently offers six products, consisti |
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| September 3, 2020 |
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 1, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| September 3, 2020 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated as of September 1, 2020 is entered into between Eliot’s Adult Nut Butter, LLC, an Oregon limited liability company (“Seller”) Michael Kanter, Tyler Kirk, Resolut Partners LLC, and Burst Management LLC (the “Holders”) and Verus International, Inc., a Delaware corporation (“Buyer”). Capitalized terms used in |
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| August 25, 2020 |
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): August 19, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissi |
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| August 25, 2020 |
Form of Retail License Agreement (Incorporated by reference to Form 8-K filed on August 25, 2020) Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. NHL ENTERPRISES, L.P. 1185 Avenue of the Americas New York, New York 10036 Tel: (212) 789-2000 Fax: (212) 789-2020 RETAIL LICENSE AGREEMENT No.: [*] Date: May 28, 2020 LICENSEE: Big League Foods, Inc., a Division |
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| August 25, 2020 |
Exhibit 16.1 August 25, 2020 Securities and Exchange Commission Washington, DC 20549 Ladies and Gentlemen: Verus International Inc. (the “Company”) provided to us a copy of the Company’s response to Item 4.01 of Form 8-K, dated August 25, 2020. We have read the Company’s statements included under Item 4.01 of its Form 8-K and we agree with such statements insofar as they relate to our firm. Very t |
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| August 25, 2020 |
Exhibit 99.1 VERUS INTERNATIONAL SECURES RETAIL LICENSE AGREEMENT WITH NATIONAL HOCKEY LEAGUE AND PROVIDES OPERATIONAL UPDATE Gaithersburg, MD – August 25, 2020 – Verus International, Inc. (“Verus” or the “Company”) (OTCQB: VRUS) is pleased to announce that its Big League Foods (“BLF”) division has secured a retail license agreement with the National Hockey League (“NHL”) to produce NHL-themed cho |
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| August 20, 2020 |
Exhibit 10.1 AMENDMENT NO. 3 TO PROMISSORY NOTE This Amendment No. 3 (this “Amendment”) to the promissory note dated August 14, 2020, is by and between Verus International, Inc., a Delaware corporation (the “Company”) and Donald P. Monaco Insurance Trust (the “Holder”). RECITALS WHEREAS, the Company issued the Holder a promissory note dated January 26, 2018 in the original principal amount of $530 |
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| August 20, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 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): August 14, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissi |
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| August 3, 2020 |
9841 Washingtonian Blvd., Suite 390 Gaithersburg, MD 20878 August 3, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Verus International, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-240123 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the under |
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| July 27, 2020 |
Form of Securities Purchase Agreement dated July 14, 2020 Exhibit 10.41 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2020, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the “Company”), and [], with its address at [] (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this |
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| July 27, 2020 |
As filed with the Securities and Exchange Commission on July 27, 2020 Registration No. |
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| July 27, 2020 |
9% Convertible Note dated July 14, 2020 Exhibit 10.42 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| July 27, 2020 |
Exhibit 21.1 Subsidiaries Pachyderm Labs, Inc., a Delaware limited liability company Pachyderm Labs, Inc., a Florida corporation Big League Foods, Inc., a Delaware corporation Verus Foods, Inc., a Nevada corporation Verus Foods MENA Limited, a JAFZA offshore company Verus Middle East General Trading, LCL, a Dubai limited liability company Verus Foods (Singapore) PTE. LTD., a Singapore private limi |
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| July 24, 2020 |
Form of Letter Agreement (Incorporated by reference to Form 8-K filed on July 24, 2020) Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LETTER AGREEMENT [*]; Verus International Inc.; Big League Foods Inc. This letter agreement (the “Agreement”) is made as of the Effective Date indicated above the signature lines below, between [*] (“Accredited I |
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| July 24, 2020 |
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 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commission |
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| July 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Verus International Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 94762 T 10 7 (CUSIP Number) Neil I. Jacobs, Esq. 355 Lexington Avenue, 6th Floor New York, NY 10017 (212) 233-1480 (Name, address and telephone num |
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| July 22, 2020 |
VRUS / Verus International / Arikeri Pathikonda Sivakumar - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VERUS INTERNATIONAL INC (Name of Issuer) Common Stock , $0.000001 par value par value per share (Title of Class of Securities) 94262T107 (CUSIP Number) July 22, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| July 8, 2020 |
SC 13D/A 1 ea123949-sc13da4arjverus.htm AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Verus International Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 94762 T 10 7 (CUSIP Number) Neil I. Jacobs, Esq. 355 Lexington Avenue, 6th |
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| July 2, 2020 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This common stock purchase agreement is entered into as of June 30, 2020 (this “Agreement”), by and between Verus International, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, t |
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| July 2, 2020 |
VERUS INTERNATIONAL ANNOUNCES NEW EQUITY INVESTMENT AND NOTES PAYABLE UPDATE Exhibit 99.1 VERUS INTERNATIONAL ANNOUNCES NEW EQUITY INVESTMENT AND NOTES PAYABLE UPDATE Gaithersburg, MD – July 2, 2020 – Verus International, Inc. (“Verus” or the “Company”) (OTCQB: VRUS) is providing this update to inform analysts and investors of the status of a new equity funding initiative designed to extinguish the Company’s existing debt. This structure is part of a strategy to lower the |
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| July 2, 2020 |
Form of Registration Rights Agreement (Incorporated by reference to Form 8-K filed on July 2, 2020) Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2020, by and between Verus International, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respe |
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| July 2, 2020 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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): June 30, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commission |
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| June 30, 2020 |
SC 13D/A 1 ea123528-sc13da3arjverus.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Verus International Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 94762 T 10 7 (CUSIP Number) Neil I. Jacobs, Esq. 355 Lexington Avenue, 6th |
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| June 25, 2020 |
VERUS INTERNATIONAL ANNOUNCES NEW PACHYDERM LABS DIVISION Exhibit 99.1 VERUS INTERNATIONAL ANNOUNCES NEW PACHYDERM LABS DIVISION Gaithersburg, MD – June 25, 2020 – Verus International, Inc. (“Verus” or the “Company”) (OTCQB: VRUS) is pleased to announce its newest operating division, Pachyderm Labs, which will target the consumer cannabidiol (“CBD”) products market. The division will operate out of the Company’s Houston, Texas location, which will operat |
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| June 25, 2020 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits 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): June 24, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commission |
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| June 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS |
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| June 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Verus International Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 94762 T 10 7 (CUSIP Number) Neil I. Jacobs, Esq. 355 Lexington Avenue, 6th Floor New York, NY 10017 (212) 233-1480 (Name, address and telephone num |
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| June 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: April 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition R |
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| May 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N |
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| May 18, 2020 |
Form of Note (Incorporated by reference to Form 8-K filed on May 18, 2020) Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| May 18, 2020 |
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): May 12, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commission |
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| May 18, 2020 |
Form of Securities Purchase Agreement (Incorporated by reference to Form 8-K filed on May 18, 2020) Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2020, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with its address at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the “Company”), and [], with its address at [] (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this A |
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| May 15, 2020 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2020 (April 3, 2020) VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdi |
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| May 15, 2020 |
EX-99.2 2 ex99-2.htm Exhibit 99.2 BINDING TERM SHEET COMPANY: ZC TOP APPAREL MANUFACTURING INC. is the biggest apparel manufacturer in Mindanao. The company is engaged in international export and local manufacturing distribution. Its factory is located within the Zamboanga City Special Economic Zone Authority – a tax- free zone where other local and international companies are also based. The Comp |
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| May 8, 2020 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 8-K 1 form8-k.htm 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): May 8, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporat |
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| May 8, 2020 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT between ZC TOP APPAREL MANUFACTURING INC. and VERUS INTERNATIONAL, INC. dated as of May 8, 2020 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of May 8, 2020, is entered into by and between ZC Top Apparel Manufacturing, a Filipino corporation (the “Company”) and Verus International, Inc., a Delaware corporati |
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| May 6, 2020 |
As filed with the Securities and Exchange Commission on May 6, 2020 Registration No. |
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| May 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 5, 2020 |
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): April 29, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| May 5, 2020 |
Form of Note (Incorporated by reference to Form 8-K filed on May 5, 2020) Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGN |
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| May 4, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 29, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| May 4, 2020 |
VERUS INTERNATIONAL ACQUIRES CONTROLLING INTEREST IN N95 MASK AND BIOHAZARD SUIT MANUFACTURER Exhibit 99.1 VERUS INTERNATIONAL ACQUIRES CONTROLLING INTEREST IN N95 MASK AND BIOHAZARD SUIT MANUFACTURER Gaithersburg, MD – April 3, 2020 – Verus International, Inc. (“Verus” or the “Company”) (OTCQB: VRUS) is pleased to announce that it has acquired a controlling 51% interest in ZC Top Apparel Manufacturing, Inc. (“ZC Top”), a Philippines-based maker of reusable N95 fabric masks and biohazard s |
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| May 4, 2020 |
Exhibit 99.2 ZC TOP APPAREL MANUFACTURING INC. Standard Manufacturing Building (SMB) 4, Zamboanga Economic Zone, Talisayan, Z.C. Telephone No.: (062) 955-3165 TERM SHEET COMPANY: ZC TOP APPAREL MANUFACTURING INC. is the biggest apparel manufacturer in Mindanao. The company is engaged in international export and local manufacturing distribution. Its factory is located within the Zamboanga City Spec |
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| May 4, 2020 |
9841 Washingtonian Blvd., Suite 390 Gaithersburg, MD 20878 April 2, 2020 Exhibit 99.3 9841 Washingtonian Blvd., Suite 390 Gaithersburg, MD 20878 April 2, 2020 Mr. Ronald Ian Bilang ZC Top Apparel Manufacturing, Inc. Standard Manufacturing Building (SMB) Zamboanga Economic Zone Authority (ZCSEZA) Talisayan Zamboanga City Del Sur, Philippines Re: Verus-TAM Term Sheet Dear Mr. Bilang: This letter is in reference to the signed Term Sheet by and between Verus International, |
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| April 29, 2020 |
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): April 28, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| April 29, 2020 |
Exhibit 10.1 RESTATED AND AMENDED EMPLOYMENT AGREEMENT This Restated and Amended Employment Agreement (“Agreement”) dated April 29, 2020 (the “Effective Date”), is by and between Verus International, Inc., a Delaware corporation (the “Company”), and Anshu Bhatnagar (the “Executive”). The Company and the Executive are referred to each individually as a “Party” and collectively as the “Parties”. WHE |
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| April 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERU |
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| April 14, 2020 |
Exhibit 10.1 9841 Washingtonian Blvd., Suite 390 Gaithersburg, MD 20878 March 31, 2020 Nutribrands Ltda. South Enterprise, LLC Attention: Rodrigo Nicolau dos Santos Nogueira [] Re: Termination and Release Agreement Dear Mr. Nogueira: This letter agreement for the termination and release of claims and obligations by and between Verus International, Inc. (“Verus”), Nutribrands Holdings, LLC and Nutr |
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| April 14, 2020 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits 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): March 31, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| April 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2020 (October 30, 2019) VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of inco |
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| April 13, 2020 |
Form of 6% Convertible Redeemable Note dated October 2, 2019 Exhibit 10.33 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| April 13, 2020 |
Exhibit 21.1 Subsidiaries Big League Foods, Inc., a Delaware corporation Nutribrands Holdings, LLC, a Delaware limited liability company Verus Foods, Inc., a Nevada corporation Verus Foods MENA Limited, a JAFZA offshore company Verus Middle East General Trading, LCL, a Dubai limited liability company Verus Foods (Singapore) PTE. LTD., a Singapore private limited company RealBiz Media Group, Inc., |
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| April 13, 2020 |
VRUS / Verus International 10-K - Annual Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS INTERN |
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| April 13, 2020 |
Form of Securities Purchase Agreement dated October 2, 2019 Exhibit 10.32 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 2, 2019, by and between Verus International, Inc., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the “Company”), and [] (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreemen |
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| April 13, 2020 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT General As of October 31, 2019, Verus International, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our” and the “Company” refer to Verus International, Inc. and not to any of |
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| April 7, 2020 |
Form of Note (Incorporated by reference to Form 8-K filed on April 7, 2020) Exhibit 10.1 PROMISSORY NOTE Issuance Date: March 31, 2020 Original Principal Amount: $312,500 Consideration Paid at Close: $250,000 FOR VALUE RECEIVED, Verus International, Inc., a Delaware corporation located at 9841 Washingtonian Boulevard, Suite 390, Gaithersburg, MD 20878 (the “Company”), hereby promises to pay to the order of [], located at [] (the “Payee”) or his or its registered assigns ( |
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| April 7, 2020 |
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): April 1, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commission |
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| March 13, 2020 |
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): March 13, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| February 28, 2020 | ||
| February 28, 2020 |
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 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| February 24, 2020 |
Exhibit 16.1 |
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| February 24, 2020 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 18, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| February 14, 2020 |
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 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commis |
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| February 14, 2020 |
4% Convertible Note (Incorporated by reference to Form 8-K filed on February 14, 2020) Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
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| January 28, 2020 |
VRUS / Verus International NT 10-K - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: October 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition |
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| January 17, 2020 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 9, 2020, by and between VERUS INTERNATIONAL, INC., a Delaware corporation, with headquarters located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878, (the “Company”), and [], with its address at [] (the “Buyer”). WHEREAS: A. The Company and the Buy |
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| January 17, 2020 |
4% Convertible Note (Incorporated by reference to Form 8-K filed on January 17, 2020) Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $605,0 |
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| January 17, 2020 |
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): January 9, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissi |
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| January 15, 2020 |
Exhibit 16.1 January 14, 2020 Office of the Chief Accountant Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Dear Sir/Madam: We have read the statements under item 4.01 in the Form 8-K dated January 9, 2020 of Verus International, Inc. to be filed with the Securities and Exchange Commission and we concur with such statements made regarding our firm. We have no basis to agre |
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| January 15, 2020 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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): January 9, 2020 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissi |
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| November 4, 2019 |
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): October 30, 2019 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| November 4, 2019 |
CONTRIBUTION AND SALE AGREEMENT BY AND AMONG THE MEMBERS OF SOUTH ENTERPRISE, LLC, SOUTH ENTERPRISE, LLC, THE EQUITYHOLDERS OF NUTRIBRANDS, LTDA. |
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| November 4, 2019 |
VERUS INTERNATIONAL ACQUIRES A CONTROLLING INTEREST IN NUTRIBRANDS – ENTERS SOUTH AMERICAN MARKET VERUS INTERNATIONAL ACQUIRES A CONTROLLING INTEREST IN NUTRIBRANDS – ENTERS SOUTH AMERICAN MARKET Gaithersburg, MD – November 4, 2019 – Verus International, Inc. |
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| September 20, 2019 |
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 17, 2019, by and between Verus International, Inc. |
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| September 20, 2019 |
4% Convertible Notes (Incorporated by reference to Form 8-K filed on September 20, 2019) NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| September 20, 2019 |
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) (Commi |
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| September 10, 2019 |
VRUS / Verus International 10-Q - Quarterly Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS I |
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| September 3, 2019 |
VERUS INTERNATIONAL ACQUIRES UAE-BASED FRENCH FRY OPERATION VERUS INTERNATIONAL ACQUIRES UAE-BASED FRENCH FRY OPERATION Gaithersburg, MD – September 3, 2019 – Verus International, Inc. |
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| September 3, 2019 |
[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
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| September 3, 2019 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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): August 30, 2019 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissi |
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| August 5, 2019 |
VRUS / Verus International CORRESP - - Verus International, Inc. 9841 Washingtonian Blvd., #390 Gaithersburg, MD 20878 (301) 329-2700 August 5, 2019 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Danilo Castelli Lilyanna Peyser Re: Verus International, Inc. Registration Statement on Form S-1 File No. 333-232017 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rul |
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| August 1, 2019 |
VRUS / Verus International S-1/A - - As filed with the Securities and Exchange Commission on August 1, 2019 Registration No. |
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| August 1, 2019 | ||
| August 1, 2019 |
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 31, 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 |
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| August 1, 2019 |
VERUS INTERNATIONAL ANNOUNCES $500,000 LINE OF CREDIT WITH THE COLUMBIA BANK, N.A. VERUS INTERNATIONAL ANNOUNCES $500,000 LINE OF CREDIT WITH THE COLUMBIA BANK, N.A. Gaithersburg, MD – August 1, 2019 – Verus International, Inc. (“Verus” or the “Company”) (OTCQB:VRUS) is pleased to announce that it has signed a revolving line of credit (“LOC”) with The Columbia Bank, N.A. (a Fulton Financial Corporation affiliate). The revolving credit line is immediately available for eligible f |
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| August 1, 2019 |
VRUS / Verus International CORRESP - - VERUS INTERNATIONAL, INC. 9841 Washingtonian Blvd., #390 Gaithersburg, MD 20878 August 1, 2019 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Danilo Castelli Lilyanna Peyser Re: Verus International, Inc. Registration Statement on Form S-1 Filed June 7, 2019 File No. 333-232017 Dear Ladies and Gentlemen: This letter sets forth responses |
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| July 8, 2019 |
Securities Purchase Agreement (Incorporated by reference to Form 8-K filed on July 8, 2019) SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 1, 2019, by and between Verus International, Inc. |
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| July 8, 2019 |
4% Convertible Note (Incorporated by reference to Form 8-K filed on July 8, 2019) NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| July 8, 2019 |
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 1, 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 |
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| July 8, 2019 |
VERUS INTERNATIONAL SIGNS $605,000 NOTE; INCREASES FUNDED BACKLOG VERUS INTERNATIONAL SIGNS $605,000 NOTE; INCREASES FUNDED BACKLOG Gaithersburg, MD – July 8, 2019 – Verus International, Inc. |
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| June 17, 2019 |
VRUS / Verus International NT 10-Q - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: April 30, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition R |
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| June 17, 2019 |
VRUS / Verus International 10-Q - Quarterly Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS |
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| June 17, 2019 | ||
| June 7, 2019 |
Subsidiaries Verus Foods, Inc., a Nevada corporation Verus Foods MENA Limited, a JAFZA offshore company Verus Middle East General Trading, LCL, a Dubai Limited liability company Verus Foods (Singapore) PTE. LTD., a Singapore private limited company RealBiz Media Group, Inc., a Florida corporation Big League Foods, Inc., a Delaware corporation |
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| June 7, 2019 |
Certificate of Ownership Merging Webdigs, Inc. with and into Select Video, Inc. |
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| June 7, 2019 |
VRUS / Verus International S-1 - Registration Statement - As filed with the Securities and Exchange Commission on June 7, 2019 Registration No. |
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| June 6, 2019 |
VERUS INTERNATIONAL, INC. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of this 1st day of June 2019 by and between Verus International, Inc., a Delaware corporation with a principal place of business in Gaithersburg, MD (the “Company”), and Chris Cutchens, an individual (the “Executive”). WHEREAS, the Company and the Executive wish to set forth the terms and cond |
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| June 6, 2019 |
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): June 1, 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 |
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| June 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Verus International Inc. (Name of Issuer) Common Stock, $0.000001 par value (Title of Class of Securities) 94762 T 10 7 (CUSIP Number) Neil I. Jacobs, Esq. 355 Lexington Avenue, 6th Floor New York, NY 10017 (212) 233-1480 (Name, address and telephone num |
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| June 4, 2019 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 30, 2019, is made by and between Verus International, Inc., a Delaware corporation, with offices located at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the “Company”), and ARJ Consulting, LLC, a New York limited liability company (“Buyer”). RECITALS A. The Company and Buyer |
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| June 4, 2019 |
EX-99.2 3 sc13d0619a1arjex99-2verus.htm LETTER AGREEMENT REGARDING PROMISSORY NOTE AND WARRANT, DATED MAY 30, 2019, MADE BY VERUS INTERNATIONAL INC. AND O ARJ CONSULTING LLC Exhibit 99.2 VERUS INTERNATIONAL INC. 9841 Washingtonian Blvd. #390 Gaithersburg MD 20878 May 30, 2019 ARJ Consulting LLC 1188 Willis Avenue #821 Albertson NY 11507 Attn: Andrew Garnock, Manager Dear Andrew: Reference is hereb |
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| June 4, 2019 |
EX-99.3 4 sc13d0619a1arjex99-3verus.htm AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, DATED MAY 30, 2019, BY AND BETWEEN VERUS INTERNATIONAL INC. AND ARJ CONSULTING LLC Exhibit 99.3 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment (the “Amendment”) to the Registration Rights Agreement (as defined herein) is dated as of May 30, 2019 (the “Amendment Effective Date”), by and between Veru |
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| May 31, 2019 |
Securities Purchase Agreement (Incorporated by reference to Form 8-K filed on May 31, 2019) SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 30, 2019, is made by and between Verus International, Inc. |
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| May 31, 2019 |
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): May 30, 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 |
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| May 1, 2019 |
VERUS INTERNATIONAL, INC. 5% CONVERTIBLE NOTE DUE NOVEMBER 12, 2019 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| May 1, 2019 |
Securities Purchase Agreement (Incorporated by reference to Form 8-K filed on May 1, 2019) SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 25, 2019, by and between Verus International, Inc. |
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| May 1, 2019 |
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): April 25, 2019 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| April 26, 2019 |
VERUS INTERNATIONAL ANNOUNCES ACQUISITION OF BIG LEAGUE FOODS, INC. – GAINS LICENSE WITH MAJOR LEAGUE BASEBALL Gaithersburg, MD – April 26, 2019 – Verus International, Inc. (“Verus” or the “Company”) (OTCPink:VRUS) today announced its acquisition of Big League Foods, Inc. (“Big League Foods”), which has a license with Major League Baseball Properties, Inc. (“MLB”) to sell MLB-branded frozen desser |
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| April 26, 2019 |
STOCK PURCHASE AGREEMENT by and among BIG LEAGUE FOODS, INC., JAMES WHEELER and VERUS INTERNATIONAL, INC. dated as of April 25, 2019 -i- TABLE OF CONTENTS Page 1. PURCHASE AND SALE AND CLOSING 1 1.1 Sale 1 1.2 Purchase Price 1 1.3 Closing 4 1.4 Conditions to Closing 4 1.5 Closing; Release of Consideration and the Securities 5 1.6 Tax Withholding 6 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER AN |
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| April 26, 2019 |
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): April 25, 2019 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| April 19, 2019 |
VRUS / Verus International (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VE |
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| April 18, 2019 |
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): April 16, 2019 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commissio |
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| April 18, 2019 | ||
| April 11, 2019 | ||
| April 11, 2019 |
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):April 9, 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 |
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| April 11, 2019 |
Joint Filing Agreement dated April 11, 2019, between Monaker Group, Inc. and Mr. William Kerby. Monaker Group, Inc. SC 13G EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.001 par value per share, of Verus International, Inc., a Delaware corp |
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| April 11, 2019 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VERUS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 92537A106 (CUSIP Number) April 10, 2019 (Date of Event Which Requires Filing this Statement) Check the appropriate box to designate the rule pursuant to w |
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| March 25, 2019 |
VRUS / Verus International (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2019 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERU |
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| March 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: January 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition |
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| March 19, 2019 | ||
| March 19, 2019 |
Subsidiaries Verus Foods, Inc., a Nevada corporation Verus Foods MENA Limited, a JAFZA offshore company Verus Middle East General Trading, LCL, a Dubai Limited liability company Verus Foods (Singapore) PTE. LTD., a Singapore private limited company RealBiz Media Group, Inc., a Florida corporation |
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| March 19, 2019 | ||
| March 19, 2019 | ||
| March 19, 2019 |
VRUS / Verus International (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 VERUS INTERN |
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| March 19, 2019 | ||
| February 19, 2019 |
Warrant, dated February 8, 2019, made by Verus International Inc. in favor of ARJ Consulting LLC. EX-99.3 4 sc13d0219ex99-3arjverus.htm WARRANT, DATED FEBRUARY 8, 2019, MADE BY VERUS INTERNATIONAL INC. IN FAVOR OF ARJ CONSULTING LLC Exhibit 99.3 FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURI |
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| February 19, 2019 |
EX-99.1 2 sc13d0219ex99-1arjverus.htm SECURITIES PURCHASE AGREEMENT, DATED FEBRUARY 8, 2019, BY AND BETWEEN ARJ CONSULTING LLC AND VERUS INTERNATIONAL INC. Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 8, 2019, is made by and between Verus International, Inc., a Delaware corporation (F/K/A RealBiz Media Group, Inc.), with offi |
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| February 19, 2019 |
VRUS / Verus International / Arj Consulting, Llc - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Verus International Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 94762 T 10 7 (CUSIP Number) Neil I. Jacobs, Esq. 355 Lexington Avenue, 6th Floor New York, NY 10017 (212) 233-1480 (Name, address and telephone number of Person Authoriz |
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| February 19, 2019 |
Exhibit 99.2 Executed Copy NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E |
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| February 19, 2019 |
Exhibit 99.4 Executed Copy REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2019, is by and between Verus International, Inc., a Delaware corporation with offices located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the “Company”) and ARJ Consulting LLC, a New York limited liability company with its address at 1188 Willi |
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| February 12, 2019 |
EX-10.2 4 ex10-2.htm AMENDMENT NO 2. TO PROMISSORY NOTE This Amendment No. 2 (this “Amendment”) to the promissory note dated February 8, 2019 is by and between Verus International, Inc., a Delaware corporation (the “Company”) and Donald P. Monaco Insurance Trust (the “Holder”). RECITALS WHEREAS, the Company issued the Holder a promissory note dated January 26, 2018 in the original principal amount |
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| February 12, 2019 |
AMENDMENT TO PROMISSORY NOTE This Amendment (this “Amendment”) to the promissory note dated January 26, 2019 is by and between Verus International, Inc. |
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| February 12, 2019 |
EX-3.1 2 ex3-1.htm |
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| February 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2019 (February 12, 2019) VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of i |
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| February 11, 2019 |
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 8, 2019, is made by and between Verus International, Inc. |
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| February 11, 2019 |
EX-10.3 4 ex10-3.htm FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG |
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| February 11, 2019 |
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 8, 2019 VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporation) (Commiss |
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| February 11, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| February 11, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| February 11, 2019 |
EX-10.5 6 ex10-5.htm SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 11, 2019, is made by and between Verus International, Inc., a Delaware corporation (F/K/A RealBiz Media Group, Inc.), with offices located at 9841 Washingtonian Blvd., #390, Gaithersburg, MD 20878 (the “Company”), and [ ] (“Buyer”). RECITALS A. The Company and Buyer desire |
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| February 11, 2019 |
EX-10.6 7 ex10-6.htm REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2019, is by and between Verus International, Inc., a Delaware corporation with offices located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the “Company”) and [ ] (the “Buyer”). RECITALS A. In connection with the Securities Purchase Agreement by and b |
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| February 11, 2019 |
EX-10.7 8 ex10-7.htm FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG |
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| February 11, 2019 |
EX-10.2 3 ex10-2.htm REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2019, is by and between Verus International, Inc., a Delaware corporation with offices located at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878 (the “Company”) and [ ] (the “Buyer”). RECITALS A. In connection with the Securities Purchase Agreement by and be |
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| January 31, 2019 |
RBIZ / RealBiz Media Group Inc. DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) VERUS INTERNATI |
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| January 30, 2019 |
RBIZ / RealBiz Media Group Inc. NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: October 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition |
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| January 11, 2019 |
RBIZ / RealBiz Media Group Inc. PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) VERUS INTERNATI |
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| October 16, 2018 |
EX-3.1 2 ex3-1.htm |
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| October 16, 2018 |
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): October 16, 2018 (October 11, 2018) VERUS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of inco |
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| September 24, 2018 |
RBIZ / RealBiz Media Group Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 REALBIZ |
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| September 17, 2018 |
RBIZ / RealBiz Media Group Inc. NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: July 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Re |
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| June 20, 2018 |
RBIZ / RealBiz Media Group Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 REALBI |
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| June 18, 2018 |
EX-99.1 2 tv496697ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ownership of shares of Common Stock of Realbiz Media Group, Inc. is filed jointly, on behalf of each of them. Date: June 18, 2018 Frederick Berdon /s/Frederick Berdon F. Berdon & Co., LLC By: /s/Frederick Berdon Name: Frederick Berdon |
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| June 18, 2018 |
VRUS / Verus International / F Berdon & Co., Llc - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Information to be included in Statements filed pursuant to Rule 13d-1(b), (c) AND (d) Realbiz media group, Inc. (Name of Issuer) COMMON Stock, $0.001 par value (Title of Class of Securities) 94762T 10 7 (CUSIP Number) June 7, 2018 (Date of event which requires filing of this Statement) Check the appropriate box to designate the |
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| June 15, 2018 |
RBIZ / RealBiz Media Group Inc. NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34106 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: April 30, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition R |
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| May 4, 2018 |
RBIZ / RealBiz Media Group Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2018 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 REAL |
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| May 2, 2018 |
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): May 2, 2018 (April 26, 2018) REALBIZ MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34106 11-3820796 (State or other jurisdiction of incorporati |
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| May 2, 2018 |
EX-3.1 2 ex3-1.htm |
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| March 26, 2018 |
RBIZ / RealBiz Media Group Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34106 REALBIZ MEDI |
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| March 26, 2018 |
8% Convertible Note issued to EMA Financial, LLC on December 21, 2017 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| March 26, 2018 |
8% Convertible Redeemable Note issued to GS Capital Partners, LLC on June 15, 2017 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $82,000. |
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| March 26, 2018 |
Convertible Promissory Note issued to Crossover Capital Fund I, LLC on October 24, 2017 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| March 26, 2018 |
EX-10.27 13 ex10-27.htm |
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| March 26, 2018 | ||
| March 26, 2018 |
Sales Contract by and between Verus Foods, Inc. and Gulf ARGO Trading, LLC dated December 26, 2016 |
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| March 26, 2018 |
Convertible Promissory Note issued to Power Up Lending Group Ltd. on December 28, 2017 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| March 26, 2018 | ||
| March 26, 2018 |
Exhibit 21.1 Subsidiaries Verus Foods, Inc., a Nevada corporation Verus Foods MENA Limited, a JAFZA offshore company Verus Foods (Singapore) PTE. LTD., a Singapore private limited company Gulf Agro Trading, LLC, a Dubai limited liability company RealBiz360, Inc., a Delaware corporation RealBiz Media Group, Inc., a Florida corporation EZ Flix, LLC, a Florida limited liability company RealBiz Holdin |
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| March 26, 2018 |
8% Convertible Promissory Note issued to JSJ Investments Inc. on August 2, 2017 EX-10.24 10 ex10-24.htm NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRE |
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| March 26, 2018 |
Amendment to Amended and Restated Certificate of Incorporation dated October 2007 |
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| March 26, 2018 |
Convertible Promissory Note issued to Crossover Capital Fund II, LLC on October 24, 2017 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
