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) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9841 Washingtonian Boulevard, #390
Gaithersburg, MD 20878
(Address of principal executive offices) (zip code)
(301) 329-2700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On August 14, 2020, Verus International, Inc. (the “Company”) entered into amendment no. 3 (the “Third Note Amendment”) to the promissory note issued in favor of the Donald P. Monaco Insurance Trust (the “Note”) whereby (i) the timing of payments of principal and interest was amended and (ii) it was acknowledged and agreed that so long as the principal and interest payment schedule, as amended by the Third Note Amendment, is satisfied by the Company, the Company will not be in default pursuant to the payment of principal and interest of the Note.
The foregoing description of the Third Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of this document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is hereby incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to Donald P. Monaco Insurance Trust Note |
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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: August 20, 2020 | /s/ Anshu Bhatnagar |
| Anshu Bhatnagar | |
| Chief Executive Officer |
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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 $530,000, as amended, as attached hereto as Exhibit A (the “Note”);
WHEREAS, the Company and Holder desire to amend the timing of payments of principal and interest.
WHEREAS, the Company and Holder agree that so long as the principal and interest payment schedule, as amended by this Agreement, is satisfied by the Company, the Company will not be in default pursuant to the payment of principal and interest of the 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 Principal and Interest. The existing language of paragraph 1 (a) – Principal and Interest, shall be amended and restated in its entirety as follows:
“The unpaid principal of this Note, and all accrued but unpaid interest thereon, totaling $774,368.53, shall be due and payable as follows:
| ● | $25,000.00 within one (1) business day upon execution of this Amendment by Company and Holder; | |
| ● | $75,000.00 on August 31, 2020; | |
| ● | $125,000.00 on September 30, 2020; | |
| ● | $150,000.00 on November 2, 2020; | |
| ● | $175,000.00 on November 30, 2020; and | |
| ● | $224,368.53 on December 31, 2020. |
As of the date of the Amendment, the outstanding balance, including accrued interest of this Note, totaling $741,356.85, shall accrue interest at a rate per annum of 18% until paid in full.”
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2. Status of Default. The Company and Holder acknowledge and agree that so long as the principal and interest payment schedule, as amended by this Agreement, is satisfied by the Company, the Company will not be in default pursuant to the payment of principal and interest of the Note. For the sake of clarity, the Company shall be in default pursuant to the payment of principal and interest of the Note if any payment is less than the amount due or any payment is not wire transferred to a bank account specified by Holder before 12:00 noon, eastern time, on the payment due date pursuant to paragraph 1 (f) – Manner and Application of Payments.
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.
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 Financial Officer | |
| HOLDER | ||
| DONALD P. MONACO INSURANCE TRUST | ||
| By: | Donald P. Monaco | |
| Title: | Trustee | |
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EXHIBIT A
NOTE
See attached.
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