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)

 

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 18, 2020, Verus International, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation, to i) effect a consolidation of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio of 1-for-500 (the “Reverse Stock Split”), ii) adopt Delaware General Corporation Law Section 115 to require that any or all other internal corporate claims, including claims made in the right of the Company, shall be brought solely and exclusively in any or all of the courts of the State of Delaware; and, iii) revise the Certificate of Incorporation to correct and consolidate legacy disclosures, including a description of its common stock and the adoption of Section 155 of the General Delaware Corporation Law, so as to comprise one document with the Delaware Secretary of State in the future.

 

A copy of the Amendment, as filed with the Delaware Secretary of State, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01 Other Information.

 

On January 12, 2021, the Company issued a press release announcing the completion of 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 Counter Equities. The Company has been advised that the Market Effective Date is January 13, 2021.

 

The foregoing description of the press release is only a summary and is qualified in its entirety by reference to the complete text of the press release, which is attached as Exhibit 99.1 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
     
3.1   Certificate of Amendment of the Certificate of Incorporation
99.1   Press Release dated January 12, 2021

 

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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: January 12, 2021 /s/ Anshu Bhatnagar
    Anshu Bhatnagar
    Chief Executive Officer

 

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Exhibit 3.1

 

 

 
 

 

 

 
 

 

 

 

 

 

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 Counter Equities. The Company has been advised that the Market Effective Date is January 13, 2021.

 

Following the reverse stock split, Verus shares will be issued a new CUSIP number, and the share count will be reduced from a pre-split share count of 5,982,423,674 to a post-split share count of 11,964,847.

 

The Company will send out a written communication to shareholders as of the record date of October 6, 2020 with additional details. For a reverse or forward split, a “D” will be placed on the ticker symbol for 20 business days. After 20 business days, the symbol will then change back to VRUS. American Stock & Transfer is the transfer agent responsible for processing this corporate action.

 

“This is an important step that will enable us to move forward in our previously announced discussions with M&A candidates,” explained Verus CEO Anshu Bhatnagar. “We will significantly reduce our authorized share count following this reverse stock split and will announce that lower authorized share count in a separate communication and filing. With this reverse stock split now on the calendar, we can proceed with our strategies for the future.”

 

About Verus International

 

Verus is a global, emerging multi-line consumer packaged goods (CPG) company developing branded product lines in the U.S. and on a global basis. The Company trades on the OTC market (OTC Pink: VRUS). Investors can find real-time quotes and market information for the Company on www.otcmarkets.com. Additional information is also available at the Company’s website, www.verusfoods.com, the Eliot’s Nut Butters website, www.eliotsnutbutters.com; and via the official Twitter feed @Verus_Foods, and the Pachyderm Labs subsidiary Twitter feed @PachydermLabs.

 

Safe Harbor Statement

 

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results could differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Contacts

 

Investor Contact:

 

MKR Group Inc.
Todd Kehrli or Mark Forney

vrus@mkr-group.com