AND EXCHANGE COMMISSION
to Section 13 or 15(d) of The Securities Exchange Act of 1934
of Report (Date of earliest event reported): June 30, 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.
June 30, 2020, Verus International, Inc. (the “Company”) entered into a common stock purchase agreement (the “Purchase
Agreement”) and a registration rights agreement (the “Rights Agreement”) with White Lion Capital, LLC
(the “Investor”) pursuant to which the Investor agreed to invest up to five million dollars ($5,000,000) to purchase
the Company’s common stock, par value $0.000001 per share, at a purchase price of 95% of the market price of the Company’s
common stock during a valuation period as defined in the Purchase Agreement.
Rights Agreement was an inducement to the Investor to execute and deliver the Purchase Agreement, whereby the Company agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and
applicable state securities laws, with respect to the shares of common stock issuable for Investor’s investment pursuant
to the Purchase Agreement. The Purchase Agreement terminates on the earlier of (i) December 31, 2022, (ii) the date on which the
Investor has purchased five million dollars ($5,000,000) of the Company’s common stock, (iii) at such time that the registration
statement agreed to in the Rights Agreement is no longer in effect, (iv) upon Investor’s material breach of contract, (v)
in the event a voluntary or involuntary bankruptcy petition is filed concerning the Company; or, (vi) if a Custodian is appointed
for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its
foregoing description of the Purchase Agreement and the Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the form of those documents, which are attached as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K, and are hereby incorporated herein by reference.
8.01. Other Events.
July 2, 2020, the Company issued a press release announcing the Purchase Agreement and Rights Agreement with the Investor
as well as providing an update on certain business matters.
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
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.
July 2, 2020