SEC Form 4/A · accession 0001493152-19-000506
VERUS INTERNATIONAL, INC. · VRUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Anshu Bhatnagar
Officer — Chief Executive Officer · Director
Period of report
Jan 2, 2017
Accepted (ET)
Jan 11, 2019 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001430523
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants | $0.006 | Jan 2, 2017 | J | 11,581,467 | A | Jan 10, 2017 | Jan 10, 2019 | Common Stock | 11,581,467 | 11,581,467 | D |
| Warrants | $0.0079 | Jan 1, 2018 | J | 8,505,249 | A | Jan 1, 2018 | Jan 1, 2020 | Common Stock | 8,505,249 | 8,505,249 | D |
| Warrants | $0.0022 | Jan 1, 2019 | J | 44,970,000 | A | Jan 1, 2019 | Jan 1, 2021 | Common Stock | 44,970,000 | 44,970,000 | D |
| Warrants | $0.0079 | Jun 30, 2017 | J | 7,500,000 | A | Jun 30, 2017 | Jun 30, 2019 | Common Stock | 7,500,000 | 7,500,000 | D |
| Warrants | $0.022 | Sep 30, 2017 | J | 7,500,000 | A | Sep 30, 2017 | Sep 30, 2019 | Common Stock | 7,500,000 | 7,500,000 | D |
| Warrants | $0.0079 | Dec 31, 2017 | J | 7,500,000 | A | Dec 31, 2017 | Dec 31, 2019 | Common Stock | 7,500,000 | 7,500,000 | D |
| Warrants | $0.0058 | Mar 31, 2018 | J | 7,500,000 | A | Mar 31, 2018 | Mar 31, 2020 | Common Stock | 7,500,000 | 7,500,000 | D |
| Warrants | $0.0079 | Jun 30, 2018 | J | 7,500,000 | A | Jun 30, 2018 | Jun 30, 2020 | Common Stock | 7,500,000 | 7,500,000 | D |
| Warrants | $0.0032 | Sep 30, 2018 | J | 7,500,000 | A | Sep 30, 2018 | Sep 30, 2020 | Common Stock | 7,500,000 | 7,500,000 | D |
| Warrants | $0.0022 | Dec 31, 2018 | J | 7,500,000 | A | Dec 31, 2018 | Dec 31, 2020 | Common Stock | 7,500,000 | 7,500,000 | D |
| WarrantsF4 | $0.006 | Dec 28, 2018 | J | 11,581,467 | D | Jan 2, 2017 | — | Common Stock | 11,581,467 | 0 | D |
| Warrants | $0.0079 | Dec 28, 2018 | J | 8,505,249 | D | Jan 1, 2018 | Jan 1, 2020 | Common Stock | 8,505,249 | 0 | D |
| Warrants | $0.0022 | Dec 28, 2018 | J | 44,970,000 | D | Jan 1, 2019 | Jan 1, 2021 | Common Stock | 44,970,000 | 0 | D |
| Warrants | $0.0079 | Dec 28, 2018 | J | 7,500,000 | D | Jun 30, 2017 | Jun 30, 2019 | Common Stock | 7,500,000 | 0 | D |
| Warrants | $0.022 | Dec 28, 2018 | J | 7,500,000 | D | Sep 30, 2017 | Sep 30, 2019 | Common Stock | 7,500,000 | 0 | D |
| Warrants | $0.0079 | Dec 28, 2018 | J | 7,500,000 | D | Dec 31, 2017 | Dec 31, 2019 | Common Stock | 7,500,000 | 0 | D |
| Warrants | $0.0058 | Dec 28, 2018 | J | 7,500,000 | D | Mar 31, 2018 | Mar 31, 2020 | Common Stock | 7,500,000 | 0 | D |
| Warrants | $0.0079 | Dec 28, 2018 | J | 7,500,000 | D | Jun 30, 2018 | Jun 30, 2020 | Common Stock | 7,500,000 | 0 | D |
| Warrants | $0.0032 | Dec 28, 2018 | J | 7,500,000 | D | Sep 30, 2018 | Sep 30, 2020 | Common Stock | 7,500,000 | 0 | D |
| Warrants | $0.0022 | Dec 28, 2018 | J | 7,500,000 | D | Dec 31, 2018 | Dec 31, 2020 | Common Stock | 7,500,000 | 0 | D |
| Series C Convertible Preferred StockF5,F6 | — | Dec 28, 2018 | J | 295,801 | A | Dec 28, 2018 | — | Common Stock | 29,580,100 | 395,801 | D |
Explanation of responses
- F1On January 12, 2017, the Reporting Person filed a Form 4 (the "Original Form 4") pursuant to which he indicated that on January 10, 2017, he exercised warrants (the "Original Warrants") to purchase 11,581,467 shares of common stock for $0.006 per share. In addition, the Reporting Person reported that he exercised the Original Warrants on a cashless basis (resulting in the withholding of 2,331,838 shares of common stock underlying the Original Warrants) resulting in the issuance of 9,249,629 shares of common stock upon the exercise thereof. At the time the Reporting Person filed the Original Form 4, the Company did not have sufficient authorized shares of common stock to issue the Reporting Person 9,249,629 shares of common stock upon the cashless exercise of the Original Warrant. Accordingly, the Original Form 4 erroneously reported that the Original Warrant was exercised.
- F2Issued to the Reporting Person pursuant to the employment agreement between the Issuer and Reporting Person dated January 31, 2017.
- F3The Reporting Person exchanged, among other things, the warrants for an aggregate of 295,801 shares of Series C Convertible Preferred Stock.
- F4The warrants have no expiration date.
- F5Each share of Series C Convertible Preferred Stock is convertible into such number of shares equal to the Stated Value divided by the Conversion Price. "Stated Value" initially means $5.00 per share and "Conversion Price" initially means $0.05 per share.
- F6The Series C Convertible Preferred Stock have no expiration date.