AND EXCHANGE COMMISSION
to Section 13 or 15(d) of The Securities Exchange Act of 1934
of Report (Date of earliest event reported): April 1, 2020
name of registrant as specified in its charter)
or other jurisdiction
Washingtonian Boulevard, #390
of principal executive offices) (zip code)
telephone number, including area code)
name or former address, if changed since last report.)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act: None.
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).
growth company [ ]
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. [ ]
1.01. Entry into a Material Definitive Agreement.
March 31, 2020, Verus International, Inc. (the “Company”) issued and sold a promissory note with an accredited investor
in the principal amount of $312,500 (including a $62,500 original issuance discount) (the “Note”). The closing of
the transaction contemplated by the Note occurred on April 1, 2020, the date the Company received net proceeds in the amount of
$187,935.42 as a result of $62,064.58 being paid directly to a vendor of the Company to satisfy an outstanding purchase order
for inventory products.
Note matures on July 1, 2020, bears interest at a rate of 4% per annum, and provides a security interest in all of the Company’s
equity ownership interest in its wholly owned subsidiary, Big League Foods, Inc. The Note may be prepaid by the Company at any
time prior to maturity with no prepayment penalties.
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text
of the form 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.
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.
9.01. Financial Statements and Exhibits.
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.
April 7, 2020