SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bhatnagar Anshu

(Last)

(First)

(Middle)

C/O VERUS INTERNATIONAL, INC.

9841 WASHINGTONIAN BOULEVARD, #390

(Street)

GAITHERSBURG

20878

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERUS INTERNATIONAL, INC. [ VRUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/22/2020		P		25,109,375	A	$0.0008	25,109,375	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$0.006	01/01/2019		J⁽¹⁾		45,000,000		01/01/2019	12/31/2023	Common Stock	45,000,000	$0	45,000,000	D
Warrants	$0.006	02/01/2019		J⁽¹⁾		15,000,000		02/01/2019	01/31/2024	Common Stock	15,000,000	$0	15,000,000	D
Warrants	$0.006	05/01/2019		J⁽¹⁾		22,500,000		05/01/2019	04/30/2024	Common Stock	22,500,000	$0	22,500,000	D
Warrants	$0.006	08/01/2019		J⁽¹⁾		22,500,000		08/01/2019	07/31/2024	Common Stock	22,500,000	$0	22,500,000	D
Warrants	$0.006	11/01/2019		J⁽¹⁾		37,500,000		11/01/2019	10/31/2024	Common Stock	37,500,000	$0	37,500,000	D
Warrants	$0.006	01/01/2020		J⁽¹⁾		69,173,355		01/01/2020	12/31/2024	Common Stock	69,173,355	$0	69,173,355	D
Warrants	$0.006	02/01/2020		J⁽¹⁾		45,000,000		02/01/2020	01/31/2025	Common Stock	45,000,000	$0	45,000,000	D
Warrants	$0.006	04/28/2020		A⁽²⁾		471,883,795		04/28/2020	04/27/2025	Common Stock	471,883,795	$0	471,883,795	D
Series C Convertible Preferred Stock	⁽³⁾	09/25/2020		A		250,000		09/25/2020	⁽⁴⁾	Common Stock	25,000,000	$0	645,801	D

Explanation of Responses:

1. Issued to Reporting Person pursuant to the Employment Agreement between the Issuer and Reporting Person dated January 31, 2017.

2. Issued to Reporting Person pursuant to the Amended and Restated Employment Agreement between the Issuer and Reporting Person dated April 29, 2020.

3. Each 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.

4. The Series C Convertible Preferred Stock have no expiration date.

	/s/ Anshu Bhatnagar	10/22/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.