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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/13/20 Verus International, Inc. 10-K 10/31/19 78:5.7M M2 Compliance/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 653K
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 29K
3: EX-10.32 Material Contract HTML 73K
4: EX-10.33 Material Contract HTML 58K
5: EX-21.1 Subsidiaries List HTML 20K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
35: R1 Document and Entity Information HTML 57K
76: R2 Consolidated Balance Sheets HTML 100K
53: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
26: R4 Consolidated Statements of Operations and HTML 109K
Comprehensive Loss
32: R5 Consolidated Statement of Changes in Stockholders' HTML 104K
Deficit
73: R6 Consolidated Statements of Cash Flows HTML 147K
50: R7 Organization and Nature of Business HTML 35K
25: R8 Summary of Significant Accounting Policies HTML 72K
38: R9 Going Concern HTML 27K
67: R10 Business Acquisition HTML 29K
59: R11 Asset Acquisitions HTML 30K
16: R12 Intangible Assets, Net HTML 34K
42: R13 Property and Equipment HTML 29K
68: R14 Revenue HTML 30K
60: R15 Debt HTML 50K
17: R16 Stockholders' Deficit HTML 103K
43: R17 Related Party Transactions HTML 25K
66: R18 Income Taxes HTML 43K
61: R19 Segment Reporting HTML 25K
29: R20 Commitments and Contingencies HTML 30K
40: R21 Litigation HTML 36K
77: R22 Discontinued Operations HTML 48K
54: R23 Business Divestiture HTML 24K
30: R24 Subsequent Events HTML 32K
41: R25 Summary of Significant Accounting Policies HTML 143K
(Policies)
78: R26 Intangible Assets, Net (Tables) HTML 32K
55: R27 Property and Equipment (Tables) HTML 29K
31: R28 Revenue (Tables) HTML 28K
39: R29 Stockholders' Deficit (Tables) HTML 72K
45: R30 Income Taxes (Tables) HTML 43K
20: R31 Commitments and Contingencies (Tables) HTML 25K
58: R32 Discontinued Operations (Tables) HTML 51K
65: R33 Organization and Nature of Business (Details HTML 37K
Narrative)
44: R34 Summary of Significant Accounting Policies HTML 75K
(Details Narrative)
19: R35 Going Concern (Details Narrative) HTML 35K
56: R36 Business Acquisition (Details Narrative) HTML 39K
64: R37 Asset Acquisitions (Details Narrative) HTML 40K
46: R38 Intangible Assets, Net (Details Narrative) HTML 46K
18: R39 Intangible Assets, Net - Schedule of Intangible HTML 33K
Assets (Details)
34: R40 Intangible Assets, Net - Schedule of Future HTML 34K
Amortization Expense of Intangible Assets
(Details)
28: R41 Property and Equipment (Details Narrative) HTML 27K
52: R42 Property and Equipment - Schedule of Property, HTML 38K
Plant and Equipment (Details)
75: R43 Revenue - Schedule of Net Revenue by Country HTML 31K
(Details)
33: R44 Debt (Details Narrative) HTML 208K
27: R45 Stockholders' Deficit (Details Narrative) HTML 251K
51: R46 Stockholders' Deficit - Summary of Assumptions HTML 37K
Used on Fair Value of Options (Details)
74: R47 Stockholders' Deficit - Schedule of Common Share HTML 65K
Purchase Warrants Outstanding (Details)
37: R48 Stockholders' Deficit - Schedule of Share-based HTML 55K
Compensation, Activity (Details)
24: R49 Related Party Transactions (Details Narrative) HTML 44K
21: R50 Income Taxes (Details Narrative) HTML 42K
48: R51 Income Taxes - Schedule of Provision for Income HTML 41K
Tax (Details)
69: R52 Income Taxes - Summary of Effective Income Tax HTML 39K
Rate Reconciliation (Details)
62: R53 Income Taxes - Schedule of Deferred Tax Assets and HTML 41K
Liabilities (Details)
22: R54 Segment Reporting (Details Narrative) HTML 23K
49: R55 Commitments and Contingencies (Details Narrative) HTML 49K
70: R56 Commitments and Contingencies - Schedule of Future HTML 30K
Minimum Payments for Operating Leases (Details
Narrative)
63: R57 Litigation (Details Narrative) HTML 73K
23: R58 Discontinued Operations - Schedule of Discontinued HTML 91K
Operations (Details)
47: R59 Business Divestiture (Details Narrative) HTML 27K
71: R60 Subsequent Events (Details Narrative) HTML 73K
72: XML IDEA XML File -- Filing Summary XML 132K
36: EXCEL IDEA Workbook of Financial Reports XLSX 96K
10: EX-101.INS XBRL Instance -- vrus-20191031 XML 1.39M
12: EX-101.CAL XBRL Calculations -- vrus-20191031_cal XML 170K
13: EX-101.DEF XBRL Definitions -- vrus-20191031_def XML 848K
14: EX-101.LAB XBRL Labels -- vrus-20191031_lab XML 1.20M
15: EX-101.PRE XBRL Presentations -- vrus-20191031_pre XML 958K
11: EX-101.SCH XBRL Schema -- vrus-20191031 XSD 199K
57: ZIP XBRL Zipped Folder -- 0001493152-20-006232-xbrl Zip 169K
Exhibit 4.3
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
General
As of October 31, 2019, Verus International, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our” and the “Company” refer to Verus International, Inc. and not to any of its subsidiaries.
The following description of our common stock and certain provisions of our Amended and Restated Certificate of Incorporation, as amended (our “charter”) and Amended and Restated Bylaws (“bylaws”) are summaries and are qualified in their entirety by reference to the full text of our charter and bylaws, each of which have been publicly filed with the Securities and Exchange Commission (the “SEC”). We encourage you to read our charter and bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information.
Common Stock
We are authorized to issue up to a total of 7,500,000,000 shares of common stock, par value $0.000001 per share. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have no cumulative voting rights. Further, holders of our common stock have no preemptive or conversion rights or other subscription rights.
Upon our liquidation, dissolution or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of our assets which are legally available.
The holders of a majority of the voting power of our issued and outstanding capital stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action unless a different vote is required by law, the charter, the bylaws or, with respect to a class or series of preferred stock, the terms of any resolution or resolutions adopted by the board of directors. Pursuant to our bylaws, the election of directors requires a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.
Preferred Stock
Our board of directors has the authority, without further action by the stockholders, to issue up to 125,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional, or special rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights of the common stock. Our board of directors, without stockholder approval, can issue convertible preferred stock with voting, conversion, or other rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued quickly with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock, and may adversely affect the voting and other rights of the holders of common stock.
C:
Anti-Takeover Effects of Certain Provisions of our Charter and Bylaws and the DGCL
Delaware Law
We are governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly traded Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A business combination includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An interested stockholder is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of the corporation’s voting stock, subject to certain exceptions. The statute could have the effect of delaying, deferring or preventing a change in control of our company.
Board of Directors Vacancies
Our bylaws authorize our board of directors to fill vacant directorships. In addition, the number of directors constituting our board of directors may be set only by resolution of the majority of the incumbent directors.
Meeting of Stockholders
Our bylaws provide that special meetings of our stockholders may be called by the board of directors.
Authorized but Unissued Shares
Our authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval and may be utilized for a variety of corporate purposes, including future public and private offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
C:
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/13/20 | |||
| For Period end: | 10/31/19 | 10-K/A, NT 10-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/16/22 Verus International, Inc. 10-Q 7/31/22 56:6.5M M2 Compliance LLC/FA 6/21/22 Verus International, Inc. 10-Q 4/30/22 56:7.7M M2 Compliance LLC/FA 4/15/22 Verus International, Inc. 10-Q 1/31/22 52:5.3M M2 Compliance LLC/FA 4/15/22 Verus International, Inc. 10-K 10/31/21 79:9.4M M2 Compliance LLC/FA 3/19/21 Verus International, Inc. 10-K 10/31/20 88:6.5M M2 Compliance LLC/FA |