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 incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9841 Washingtonian Boulevard, #390
Gaithersburg, MD 20878
(Address of principal executive offices) (zip code)
(301) 329-2700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Explanatory Note
This amendment (“Amendment”) on Form 8-K/A is an amendment to the Current Report on Form 8-K of Verus International, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on February 11, 2019 (the “Original 8-K”). This Amendment is being filed to provide disclosure with respect to the Note Amendments (as defined herein) and the Amended and Restated COD (as defined here). No other modification to the Original 8-K is being made by this Amendment. The information previously reported in or filed with the Original 8-K is hereby incorporated by reference into this Amendment.
| Item 1.01 | Entry Into A Material Definitive Agreement. |
In connection with the closing of the transactions contemplated by that certain securities purchase agreement dated February 8, 2019 by and between the Company and an accredited investor (the “SPA”), the Company entered into (i) amendment no. 1 (the “First Note Amendment”) dated January 26, 2019 to the promissory note issued in favor of the Donald P. Monaco Insurance Trust (the “Note”) whereby the maturity date of the Note was amended to January 26, 2020 and (ii) amendment no. 2 (the “Second Note Amendment, and together with the First Note Amendment, the “Note Amendments”) dated February 8, 2019 to the Note whereby the maturity date of the Note was amended to November 8, 2019.
The foregoing descriptions of the First Note Amendment and the Second Note Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of those documents, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
In connection with the closing of the transactions contemplated by the SPA, on February 8, 2019, the Company filed the Second Amended and Restated Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the “Amended and Restated COD”) whereby the Company removed the anti-dilution protection for holders of Series A Convertible Preferred Stock and provided holders of such preferred stock with a right of participation in future financings.
The foregoing description of the Amended and Restated COD does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| - 2 - |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Verus International, Inc. | |
| Dated: February 12, 2019 | /s/ Anshu Bhatnagar |
| Anshu Bhatnagar | |
| Chief Executive Officer |
| - 3 - |
AMENDMENT TO PROMISSORY NOTE
This Amendment (this “Amendment”) to the promissory note dated January 26, 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 of $530,000 (the “Note”);
WHEREAS, the Maturity Date (as defined in the Note) is January 26, 2019; and
WHEREAS, the Company and the Holder desire to extend the Maturity Date of the Note until January 26, 2020.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Definition of Maturity Date . The definition of Maturity Date contained in the preamble of the Note shall be amended and restated in its entirety as follows:
“Maturity Date means the January 26, 2020.”
2. Amendment to Optional Prepayments . The following sentence shall be added to the end of paragraph 1(e) - Optional Prepayments:
“Maker shall use its best efforts to prepay the unpaid principal amount of the Note together with all accrued but unpaid interest thereon on or prior to March 31, 2019; provided, however, that the failure by Maker to prepay such amount by March 31, 2019 shall not result in an event of default pursuant to the terms of the Note.
3. Miscellaneous . Except as expressly modified by this Amendment, all terms, conditions and provisions of the Note shall continue in full force and effect as set forth therein. Each party represents and warrants to the other party that this Amendment has been duly authorized, executed and delivered by it and constitutes a valid and legally binding agreement with respect to the subject matter contained herein. Each party agrees that the Note, as amended by this Amendment, constitutes the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executive (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
| - 1 - |
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of the date first written above.
| VERUS INTERNATIONAL, INC. | ||
| By: | Anshu Bhatnagar | |
| Title: | Chief Executive Officer | |
| HOLDER | ||
| DONALD P. MONACO INSURANCE TRUST | ||
| By: | Donald P. Monaco | |
| Title: | Trustee | |
| - 2 - |
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 of $530,000, as amended, as attached hereto as Exhibit A (the “Note”);
WHEREAS, the Maturity Date (as defined in the Note) is January 26, 2020;
WHEREAS, the Company and the Holder desire to amend the Maturity Date of the Note so that it is the earlier of (i) such date which is nine (9) months from the issuance date of that certain convertible note in the original principal amount of $1,250,000 issued in favor or ARJ Consulting, LLC (the “ARJ Note”) and (ii) January 26, 2020; and
WHEREAS, Holder agrees that the Note shall rank pari passu in all respects to the ARJ Note.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Definition of Maturity Date . The definition of Maturity Date contained in the preamble of the Note shall be amended and restated in its entirety as follows:
“Maturity Date means the date which is the earlier of (i) nine (9) months from the issuance date of that certain convertible note in the original principal amount of $1,250,000 issued in favor or ARJ Consulting, LLC and (ii) January 26, 2020.”
2. Amendment to Optional Prepayments . The following sentence shall be added to the end of paragraph 1(e) - Optional Prepayments:
“Maker shall use its best efforts to prepay the unpaid principal amount of the Note together with all accrued but unpaid interest thereon on or prior to March 31, 2019; provided, however, that the failure by Maker to prepay such amount by March 31, 2019 shall not result in an event of default pursuant to the terms of the Note.
3. Ranking . Holder hereby acknowledges and agrees that the Note shall rank pari passu in all respects to the ARJ Note.
4. Miscellaneous . Except as expressly modified by this Amendment, all terms, conditions and provisions of the Note shall continue in full force and effect as set forth therein. Each party represents and warrants to the other party that this Amendment has been duly authorized, executed and delivered by it and constitutes a valid and legally binding agreement with respect to the subject matter contained herein. Each party agrees that the Note, as amended by this Amendment, constitutes the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executive (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
| - 1 - |
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of the date first written above.
| VERUS INTERNATIONAL, INC. | ||
| By: | Anshu Bhatnagar | |
| Title: | Chief Executive Officer | |
| HOLDER | ||
| DONALD P. MONACO INSURANCE TRUST | ||
| By: | Donald P. Monaco | |
| Title: | Trustee | |
| - 2 - |
EXHIBIT A
NOTE
See attached.
| - 3 - |