8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

(Amendment No. 1)

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2020 (April 3, 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. [  ]

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Verus International, Inc. (the “Company”), as filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2020 (the “Original Report”), in which the Company reported information relating to the Company’s acquisition of a 51% equity interest (the “Control Interest”) in ZC Top Apparel Manufacturing, Inc. (“ZC TAM”) under Item 7.01 of Form 8-K.

This Amendment No. 1 updates and supplements the disclosures contained in the Original Report to file such information under Item 8.01 of Form 8-K and to amend and restate the disclosure in its entirety as set forth below:

Item 8.01. Other Events.

On May 4, 2020, the Company filed the Original Report which described and attached the Company’s April 3, 2020 press release (the “Release”) announcing the Company’s binding April 3, 2020 agreement (the “Acquisition Agreement”) to acquire the Control Interest in ZC TAM. The Original Report also attached a version of the Acquisition Agreement which differed from the one executed by the parties, in that the executed version (a copy of which is filed herewith) is titled “Binding Term Sheet” rather than “Term Sheet.” The Acquisition Agreement was confirmed and superseded by the Securities Purchase Agreement dated May 8, 2020 by and between the Company and ZC TAM (the “Purchase Agreement”) disclosed by the Company in a Current Report on Form 8-K as filed with the SEC on May 8, 2020. The Original Report also incorrectly attached (and described) an April 2, 2020 Letter Agreement (the “Letter Agreement”) containing a one year exclusive option (the “Option”) with ZC TAM to complete the acquisition of the Control Interest. The Option was, as of April 2, 2020, believed to be necessary under Philippine law to ensure the binding nature of the Acquisition Agreement. However, because the parties intended to consummate the acquisition of the Control Interest on April 3, 2020, and acted thereafter in accordance therewith, the Option was no longer an element of the transaction, and was not considered by either the Company or ZC TAM to be in effect. The Option and Letter Agreement therefore should not have been attached to or described in the Original Report.

Copies of the Purchase Agreement, the Release and the Acquisition Agreement (as executed) are filed herewith as Exhibits 10.1, 99.1 and 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Securities Purchase Agreement dated May 8, 2020 by and between Verus International, Inc. and ZC Top Apparel Manufacturing, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020 and incorporated herein by reference).
99.1	Press Release, dated April 3, 2020 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2020 and incorporated herein by reference).
99.2	Verus International, ZC Top Apparel Manufacturing, Inc. Term Sheet (Acquisition Agreement), April 3, 2020 (as executed by the parties).

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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: May 15, 2020	/s/ Anshu Bhatnagar
	Anshu Bhatnagar
	Chief Executive Officer

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EX-99.2

Exhibit 99.2

BINDING TERM SHEET

COMPANY:	ZC TOP APPAREL MANUFACTURING INC. is the biggest apparel manufacturer in Mindanao. The company is engaged in international export and local manufacturing distribution. Its factory is located within the Zamboanga City Special Economic Zone Authority – a tax- free zone where other local and international companies are also based. The Company has been in operation for five (5) years through its subsidiary Zamtees Garments and Advertising. It caters both local and international clients and is engaged in E-commerce through Lazada, Shoppee and other online marketplaces.
INVESTOR	ANSHU BHATNAGAR Chief Executive Officer Verus International, Inc. 9841 Washington Blvd., Suite 390 Gaithersburg MD 20878 Telephone No. (301) 329-2700
AMOUNT OF INVESTMENT	100,000.00 USD at closing. Up to additional $300,000 as required.
EQUITY PERCENTAGE OFFERED	Fifty one percent (51%)
TYPE OF SECURITIES OFFERED	Ordinary shares – SEED
EXISTING CAPITAL STRUCTURE	Ordinary shares - Founders         100% Ordinary shares – SEED                     0% Preferred shares                                 0% Total                                                 100%
DIVIDENDS	51% % noncumulative, payable if and when declared by the Board of Directors
CONVERSION	N/A
ANTIDILUTION	The terms of the “Ordinary Shares – SEED” will contain standard “weighted average” anti-dilution protection with respect to the issuance by the Company of additional securities, subject to standard and customary exceptions.

VOTING RIGHTS	On all matters submitted for stockholder approval, each share of “Ordinary Shares – SEED” shall be entitled to such number of votes in relation to the total number of outstanding ordinary shares.
LIQUIDATION PREFERENCE	The holders of “Ordinary Shares – SEED” shall have equal preference with other shareholders when it comes to liquidation. For purposes of this section, a merger, consolidation, sale of all or substantially all of the Company's assets, or other corporate reorganization shall constitute a liquidation, unless the holders of at least a majority of the holders of the ordinary shares vote otherwise.
BOARD OF DIRECTORS	Investor assigns two (2) director. Investee assigns one (1) director.
AFFIRMATIVE COVENANTS	While any “Ordinary Shares – SEED” is outstanding, the company will: a)maintain adequate property and business insurance. b)comply with all laws, rules, and regulations. c)preserve, protect, and maintain its corporate existence; its rights, franchises, and privileges; and all properties necessary or useful to the proper conduct of its business. d)submit all reports required under the Internal Revenue Code and the regulations promulgated thereunder. e)cause all key employees to execute and deliver noncompetition, non-solicitation, non-hire, nondisclosure, and assignment of inventions agreements for a term of their employment with the Company plus one year in a form reasonably acceptable to the Board of Directors. f)not enter into related party transactions without the consent of a majority of disinterested directors.
FINANCIAL STATEMENTS AND REPORTING	The Company will provide all information and materials, including, without limitation, all internal management documents, reports of operations, reports of adverse developments, copies of any management letters, communications with shareholders or directors, and press releases and registration statements, as well as

	access to all senior managers as requested by holders of “Ordinary Shares – SEED”. In addition, the Company will provide such holders with unaudited monthly and quarterly and audited yearly financial statements, as well as an annual budget.
REDEMPTION	Commencing with the date that is five years from the date of closing and on each one-year anniversary of such date thereafter, holders of at least a majority of the then issued and outstanding shares of “Ordinary Shares – SEED” may request the Company to redeem their shares at a price equal to the original purchase price for such shares plus any declared but unpaid dividends, with 1/2 of the shares to be redeemed on such redemption date, and the remaining 1/2 on the date that is one year from such date.
RIGHT OF FIRST REFUSAL	Holders of “Ordinary Shares – SEED” shall have a pro-rata right to participate in subsequent stock issuances.
RIGHT OF FIRST REFUSAL AND COSALE	In the event that any of the Founders and existing executive management propose to sell their stock to third parties, the Company shall have the first right to purchase the securities on substantially the same terms as the proposed sale; the “Ordinary Shares – SEED” holders shall next have said right according to respective percentage ownership of such shares or to sell proportionate percentage pursuant to cosale rights. Such rights shall terminate upon a Qualified Public Offering.
OTHER PROVISIONS	The purchase agreement shall include standard and customary representations and warranties of the Company, and the other agreements prepared to implement this financing shall contain other standard and customary provisions. Definitive agreements will be drafted by Investors counsel. This term sheet is intended by the parties to be nonbinding. Company shall indemnify Investor of liabilities prior to closing.
EXPENSES	The Company will reimburse the holders of “Ordinary Shares – SEED” for reasonable legal fees in connection with the transaction, payable at closing and only in the event that the transactions contemplated by this term sheet are consummated, up to a limit of $500.

CONDITIONS TO CLOSING	Closing shall be subject to the standard and customary conditions, including the completion of due diligence and the delivery to the investors of a legal opinion of counsel to the Company, regarding standard and customary matters and satisfactory to the Investors and their legal counsel.
NO SHOP	For 30 days, the Company will not solicit, encourage or accept any offers for the acquisition of Company capital stock (other than equity compensation for service providers), or of all or any substantial portion of Company assets.

The terms in this term sheet are legally binding between the parties.

ZC TOP APPAREL MANUFACTURING, INC.
By:	/s/ Ronald Ian Bilang
Name:	Ronald Ian Bilang
Title:	Chief Executive Officer
Date:	April 3, 2020

VERUS INTERNATIONAL, INC.
By:	/s/ Anshu Bhatnagar
Name:	Anshu Bhatnagar
Title:	Chief Executive Officer
Date:	April 3, 2020