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 9, 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
4.01 Changes in Registrant’s Certifying Accountant.
The
Board of Directors (the “Board”) of Verus International, Inc. (the “Company”) recently conducted a selection
process to determine the Company’s independent registered public accounting firm to audit its financial statements for the
fiscal year ending October 31, 2019. As a result of this process, on January 9, 2020, the Board approved the appointment of Mayer
Hoffman McCann P.C. (“Mayer Hoffman McCann”) as the Company’s independent registered public accounting firm
replacing Assurance Dimensions, Inc. (“Assurance Dimensions”) effective as of January 14, 2020.
Assurance
Dimensions reported on the Company’s financial statements for the fiscal years ended October 31, 2018 and October 31, 2017.
During
the Company’s two most recent fiscal years and subsequent interim period before the replacement of Assurance Dimensions
as the Company’s independent registered public accounting firm, the reports on the Company’s financial statements
by Assurance Dimensions for both years (collectively, the “Assurance Dimension Reports”) did not contain any adverse
opinion or disclaimer of opinion; nor were the Assurance Dimensions Reports qualified or modified as to uncertainty, audit scope,
or accounting principles; nor was there any disagreement between the Company and Assurance Dimensions on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Assurance Dimensions, would have caused Assurance Dimensions to make reference to the subject matter of
the disagreement in connection with the Assurance Dimensions Reports.
Further,
there were no reportable events (as described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K) for the Company within the last
two fiscal years nor subsequently up to the date of the replacement of Assurance Dimensions.
The
Company has provided a copy of the foregoing disclosures to Assurance Dimensions and requested Assurance Dimensions to provide
the Company with a letter indicating whether or not Assurance Dimensions agrees with such disclosures. A copy of the letter, dated
January 14, 2020 is attached hereto as Exhibit 16.1.
During
the two most recent fiscal years and the subsequent period through the appointment of Mayer Hoffman McCann, the Company did not
consult with Mayer Hoffman McCann regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
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 15, 2020 |
/s/
Anshu Bhatnagar |
| |
Anshu Bhatnagar |
| |
Chief Executive Officer |
