Current Report Filing (8-k)
March 06 2019 - 4:26PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): February 28,
2019
EXACTUS, INC.
(Exact
name of the registrant as specified in its charter)
Nevada
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000-55828
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27-1085858
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(State or
other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4870 Sadler Road, Suite 300, Glen Allen, Virginia
23060
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code:
(804) 205-5036
______________________________________________________
(Former
name or address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions (
see
General Instruction A.2
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
Indicate
by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
[ ]
Emerging growth company
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[
]
SECTION 3 – SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity
Securities.
As
previously reported in our Current Reports on Form 8-K filed
January 14, 2019 and January 24, 2019, we have previously entered
into a series of exchange agreements with certain holders (each a
“Holder”, and collectively, the “Holders”)
of our previously issued convertible debentures and promissory
notes (each a “Note”, and collectively, the
“Notes”). Under the Exchange Agreements, we agreed with
the Holders to exchange all outstanding obligations under the Notes
(including original issue discount, premium that would be due on
redemption, principal, interest, default interest, penalties and
costs) for an amount of stated value of our Series A Convertible
Preferred Stock (the “Series A Preferred”) equal to the
greater of the amount due under the note if redeemed or the amount
that was required to be paid by the holders to acquire the notes
from the original purchasers thereof, including any premium
payment.
Effective
February 28, 2019, we entered into additional exchange agreements
which effectively retired the last of our remaining convertible
notes. The additional exchange agreements retired total note
obligations of $118,926 in exchange for 118,926 shares of Series A
Preferred. The issuance of Series A Preferred in exchange for the
Notes was made in reliance on the exemption from registration
provide by Rule 3(a)(9) under the Securities Act.
In
total, we have issued a total of 829,450 shares of Series A
Preferred and have retired a total of approximately $829,450 in
convertible note obligations.
As
previously reported, each share of Series A Preferred has a stated
value of $1.00 per share. In the event of a liquidation,
dissolution or winding up of the Company, each share of Series A
Preferred Stock will be entitled to a payment as set forth in the
Certificate of Designation. The Series A Preferred is convertible
into such number of shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”) equal to
the Stated Value as defined in the Certificate of Designation,
divided by $0.025 per share. The Company is prohibited from
effecting the conversion of the Series A Preferred Stock to the
extent that, as a result of such conversion, the holder would
beneficially own more than 4.99%, in the aggregate, of the issued
and outstanding shares of the Company’s common stock
calculated immediately after giving effect to the issuance of
shares of common stock upon the conversion of the Series A
Preferred Stock (the “Beneficial Ownership
Limitation”). The Beneficial Ownership Limitation may be
increased by the holder up to, but not exceeding, 9.99%. Each
share of Series A Preferred Stock entitles the holder to vote on
all matters voted on by holders of common stock. With respect to
any such vote, each share of Series A Preferred Stock entitles the
holder to cast such number of votes equal to the number of shares
of common stock such shares of Series A Preferred Stock are
convertible into at such time, but not in excess of the Beneficial
Ownership Limitation.
Issuance of Additional Common Stock In Private
Offering
On
March 6, 2019, we held additional closings in our private placement
offering of common stock, par value $0.0001 per share (the
“Common Stock”). As disclosed in our Current Reports on
Form 8-K filed February 21, 2019 and February 28, 2019, we have
previously accepted subscriptions of $1,834,053 for a total of
71,298,628 shares of Common Stock. The additional closings held
March 6, 2019 were for an additional $298,200 for an additional
11,351,515 shares of Common Stock. The offer and sale of these
shares was made solely to "Accredited Investors" as defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933
(the “Securities Act”). We engaged in no general
solicitation or advertising with regard to the offering.
Accordingly, the offer and sale of these shares was exempt under
Rule 506 of Regulation D under the Securities Act.
Following
the issuance of common stock as described above, our total issued
and outstanding common stock will be 204,603,855
shares.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and
Exhibits
Exhibit
No.
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Description
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Certificate
of Designation for Series A Convertible Preferred Stock
(1)
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Form of
Exchange Agreement for Series A Preferred Stock
(1)
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(1)
Incorporated by reference to
Current Report on Form 8-K filed January 14,
2019.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
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EXACTUS,
INC.
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Date: March 6,
2019
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By:
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/s/ Philip J.
Young
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Philip J.
Young
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President and Chief
Executive Officer
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