$VRUS S-1 JUST OUT EXPLANATORY NOTE Thi

$VRUS S-1 JUST OUT

EXPLANATORY NOTE



This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the registration statement on Form S-1 (File No. 333-232017), initially filed by Verus International, Inc., a Delaware corporation (the “Registrant”), with the Securities and Exchange Commission (the “Commission”) on June 7, 2019, and declared effective by the Commission on August 7, 2019 (the “Registration Statement”).



This Post-Effective Amendment is being filed pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”) to update the Registration Statement to include, among other things, (i) the consolidated financial statements of the Registrant as at and for the year ended October 31, 2019 which were filed with the Commission on April 13, 2020 as part of the Registrant’s amended Annual Report on Form 10-K as amended on May 6, 2020, and (ii) the unaudited consolidated financial statements as at and for the three month period ended January 31, 2020.



This Post-Effective Amendment covers only the resale, from time to time, of up to 1,174,253,333 shares of common stock including 594,253,333 outstanding shares of common stock and 580,000,000 shares of common stock issuable upon exercise of outstanding warrants owned by the selling stockholders. The Registrant previously paid to the Commission the entire registration fee relating to the shares of common stock that are the subject of this Post-Effective Amendment. The Registrant paid a fee of $1,665.14 in connection with the registration of 1,174,253,333 shares of common stock in connection with the Registration Statement

https://www.sec.gov/Archives/edgar/data/14305...mposam.htm

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