Replies to post #95500 on Verus International Inc (VRUS)

[Elkay11]

Page 6 from S1

"This prospectus relates to the resale from time to time by the selling stockholders identified herein of up to an aggregate of 594,253,333 shares of our Common Stock and 580,000,000 shares of our Common Stock issuable upon exercise of the Warrants.

Common stock offered by selling stockholders: 1,174,253,333 shares which includes 594,253,333 outstanding shares of Common Stock and 580,000,000 shares of Common Stock issuable upon exercise of the Warrants.

Offering price: Market price or privately negotiated prices.

Common stock outstanding after the offering:
2,290,449,898."

VRUS FTW

[Joecanada13]

[GermanCol]

OK, so let me break my comments in two so I make it more clear:

1. You mentioned:

Ok so it's up to 2,914,154,898 O/S with Garnocks new 500k and the mystery warrant

My comments:


The 500,000,000 warrant is not part of the OS as stated in the S-1 and will not be for some time for the reason described below. And if exercised the company will recieve the corresponding cash and will be a different scenario with more revenues and bigger business.

(6) Includes 576,999,999 shares of Common Stock. Excludes 500,000,000 shares of Common Stock issuable upon exercise of the First Warrant which contains an ownership limitation such that the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of 9.99% of the Company’s issued and outstanding Common Stock together with all shares owned by the holder and its affiliates.

https://www.otcmarkets.com/filing/conv_pdf?id=13482020&guid=drUxUeX4vAD5s3h

And fortunately you brought this point because Andrew Garnock has such confidence in the company and is such a long term investor that instead of converting the warrant at a price of 0.0025 and obtain more shares, he invested $500,000 more, but not priced at 0.0025 as the it is for the warrant, but priced at 0.012. Much better deal for the company.

To make more clear what I mention above, I said he could have converted the warrant instead of investing $500,000 more at a much higher price, because he has the ability to waive the ownership limitation, as stated and quoted from the February 19 SC 13D.

(i) Beneficial Ownership . The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, and unless waived by Holder, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99%

https://www.otcmarkets.com/filing/conv_pdf?id=13237097&guid=faUxUq6Mr6gfC3h

2. You mentioned:

What about the 695 million? They were mentioned well before the new 500k and are still listed.

Mentioned twice in the S1

At January 31, 2019, there were outstanding warrants to purchase up to 21,205,000 shares of the Company’s common stock and approximately 695,000,000 shares of the Company’s common stock to be issued, which may dilute future EPS.

Can't you read your own post: This ewas at January 31, 2019 and after that Andrew Garnock, our angel investor came and with his investment we paid the previous debt and we have no more dilutive debt and those shares don't apply anymore.