On April 9, 2019, Verus International, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock to include a beneficial ownership limitation.

Pursuant to the Amendment, the Company is prohibited from effecting a conversion of the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to the extent that, as a result of such conversion, the holder together with its Affiliates (as defined in the Amendment) and Attribution Parties (as defined in the Amendment) would own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock. The beneficial ownership limitation may be increased or decreased upon written notice by a holder of Series A Preferred Stock, which increase or decrease in beneficial ownership limitation will become effective 61 days after such written notice is delivered to the Company and shall only apply to the holder providing such notice.

The foregoing description of the Amendment 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.