Verus International Inc (VRUS)

[GermanCol]

Great points Decomad, I totally agree with your target and comments, specially what you mention about the 60 days limit and supposed delay that is in the mind of some people. I want to share again why I think we are perfectly on time with the S1 an there's nothing to worry about it. This is from my previous post 87190:

Shinook99, thanks for your question, because in order to answer you, I finally took the time to share my thoughts on this. I wanted to do it some days ago, but didn't get the time to do it. What I think is happening is that the company presented the S1 on time, within the 60 days limit, and the S1 is still being reviewed by the SEC.

I think that the key point here is the following (I have to admit I didn't understand it this way at the beginning, but after reading the 8K filing from Feb 11 2019 twice, three times and more, I think I finally understood it):

The fact that we don't see the S1 publicly doesn't mean that the company has not filed it or is delinquent on anything. Only means that it haven't been declared effective yet by the SEC. Otherwise, we would continually be seeing public non effective / draft filings, which clearly is not the case.

This may sound too obvious, but shareholder impatience (me included) sometimes gets in the way and we tend to understand things differently.

From the 8K filed on February 11 2019:

Quote:

In connection with the First Securities Purchase Agreement, the Corporation also entered into a Registration Rights Agreement with the First Investor (the “First Registration Rights Agreement”), pursuant to which the Corporation is required to file a Registration Statement on Form S-1 (or Form S-3, if available) (the “Registration Statement”) covering the resale of the Registrable Securities (as defined in the First Registration Rights Agreement) within 60 days of the First Closing Date. The Corporation is further required to use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the earlier of: (x) (i) in the event that the Registration Statement is not subject to a review by the U.S. Securities and Exchange Commission (the “SEC”), 120 calendar days after the First Closing Date or (ii) in the event that the Registration Statement is subject to a limited or full review by the SEC, 140 calendar days after the First Closing Date; and (y) the 5 th business day after the date the Corporation is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.



Link (see pg 3 of pdf):

https://www.otcmarkets.com/filing/conv_pdf?id=13210712&guid=sb_yUHqRsdv5xth


As you can see here, we are still on time because the deadlines that the company has in order to have the S1 declared effective by the SEC are:


1. If it is not subject to a review by the SEC: 120 days after the First Closing Date (Feb 8 2019). This corresponds to June 8th 2019.

2. If it is subject to a limited or full review by the SEC: 140 calendar days after the First Closing Date. (Feb 8 2019). This corresponds to June 28th 2019.

3. The 5th business day after the date the Corporation is notified by the SEC that the S1 will not be reviewed or will not be subject to further review. This could be any day from now.


So, for me the good news is that we are still on time and S1 is coming any day from now. I think the company anticipated this, but we as shareholders just thought of the 60 days and after April 9th we started to get nervous. We are on very good shape and on very good hands!!!!

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