Current Report Filing (8-k)
February 24 2020 - 3:31PM
Edgar (US Regulatory)
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): February 18, 2020
VERUS
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-34106
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11-3820796
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
On
February 18, 2020 (the “Effective Date”), Mayer Hoffman McCann P.C. (“MHM”) notified the board of directors
of Verus International, Inc. (the “Company”) that it had resigned as the Company’s independent registered public
accounting firm. Since MHM’s engagement on January 14, 2020 (the “Engagement Date”), MHM did not issue
any audit report on the Company’s financial statements.
From
the Engagement Date through the Effective Date, except as discussed in the following paragraph, there
were no disagreements between the Company and MHM 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 MHM, would have caused MHM to make
reference to the subject matter of the disagreement in connection with any report MHM would have provided to the Company. Furthermore
from the Engagement Date through the Effective Date, there were no reportable events (as described under Item 304(a)(1)(v)(A)-(D)
of Regulation S-K) for the Company.
The
Company and MHM had certain unresolved discussions on whether, and how, to correct prior period financial statements for the following
errors:
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a.
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Unrecorded
stock-based compensation, and
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b.
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Classification
of equity instruments (including conversion features, warrants, and stock compensation warrants) subsequent to the Company
having an insufficient number of authorized shares to settle certain equity classified instruments.
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Although
MHM did not complete its audit prior to the Effective Date, MHM believes the errors are material to the prior period financial
statements, including the annual and interim periods affected, and therefore, should be corrected by restating the financial statements
previously filed (e.g., via a Form 10-K/A and Form 10-Q/A). Additionally, the Company and MHM had certain unresolved discussions
on the sufficiency of documentation necessary to support amounts recorded in the current period financial statements.
The
Company has authorized MHM to respond fully to the inquiries of any successor accountant
of the Company concerning the subject matter of the foregoing.
The
Company has provided a copy of the foregoing disclosures to MHM and requested MHM to provide the Company with a letter indicating
whether or not MHM agrees with such disclosures. A copy of the letter, dated February 24, 2020 is attached hereto as Exhibit 16.1.
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.
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Verus
International, Inc.
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Dated:
February 24, 2020
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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