Verus International Inc (VRUS)

[Crozz]

**DD** An 8K is not required. Here’s why:

Form 8K for an Acquisition (that is deemed to be a Material Event) is simply a legal medium that satisfies the Fair Disclosure of Material information, known as Rule FD as outlined in the Selective Disclosure and Insider Trading rules outlined by the SEC (link is below). I have been reading up on these Selective Disclosure Rules and there are multiple ways outside of an 8k to satisfy the fair disclosure of material information. Alternative Methods of Disclosure are allowed and Verus has satisfied these through the initial PR disclosing the event, but they go further by including the upcoming Earnings Conf Call in the PR to provide more info. The carefully worded PR, including the Earnings Conf Call with plenty of notice of CC, as a follow up to initial PR will satisfy Rule FD

...In Fact, there is an almost word for word example laid out in the SEC Rule FD (Fair Disclosure) discussions about Alternative Reporting Measures...see below

Check it out...compare the verbiage in the PR to the example provided by the SEC.

Here is the verbiage in the PR from April 3rd:

“Verus will provide additional details on this new subsidiary during the upcoming Fiscal 2019 financial results conference call on Monday, April 13, 2020 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time).”

http://www.globenewswire.com/news-release/2020/04/03/2011636/0/en/VERUS-INTERNATIONAL-ACQUIRES-CONTROLLING-INTEREST-IN-N95-MASK-AND-BIOHAZARD-SUIT-MANUFACTURER.html


by PR’ing the event right away and giving notice of the earnings call, they’ve most likely satisfied Rule FD, therefore an 8K would not be necessary.

Check out the example that comes directly from the SEC (link is below). This is no coincidence:

“...We believe that issuers could use the following model, which employs a combination of methods of disclosure, for making a planned disclosure of material information, such as a scheduled earnings release:

* First, issue a press release, distributed through regular channels, containing the information;70
* Second, provide adequate notice, by a press release and/or website posting, of a scheduled conference call to discuss the announced results, giving investors both the time and date of the conference call, and instructions on how to access the call; and
* Third, hold the conference call in an open manner, permitting investors to listen in either by telephonic means or through Internet webcasting.71
By following these steps, an issuer can use the press release to provide the initial broad distribution of the information, and then discuss its release with analysts in the subsequent conference call, without fear that if it should disclose additional material details related to the original disclosure it will be engaging in a selective disclosure of material information.

“While it is not possible to create an exhaustive list, the following items are some types of information or events that should be reviewed carefully to determine whether they are material: (1) earnings information; (2) mergers, acquisitions, tender offers, joint ventures, or changes in assets; (3) new products or discoveries, or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract); (4) changes in control or in management; (5) change in auditors or auditor notification that the issuer may no longer rely on an auditor's audit report; (6) events regarding the issuer's securities -- e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders, public or private sales of additional securities; and (7) bankruptcies or receiverships.47
By including this list, we do not mean to imply that each of these items is per se material. The information and events on this list still require determinations as to their materiality (although some determinations will be reached more easily than others). For example, some new products or contracts may clearly be material to an issuer; yet that does not mean that all product developments or contracts will be material. This demonstrates, in our view, why no "bright-line" standard or list of items can adequately address the range of situations that may arise. Furthermore, we do not and cannot create an exclusive list of events and information that have a higher probability of being considered material.”

https://www.sec.gov/rules/final/33-7881.htm




I hope this helps. Congratulations and Good Luck to All

$VRUS!!!