Current Report Filing (8-k)
March 25 2019 - 11:56AM
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): March 20,
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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80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code:
(804) 205-5036
4870 Sadler Road, Suite 300, Glen Allen, Virginia
23060
(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 1 – REGISTRANT’S BUSINESS AND
OPERATIONS
Item 1.01
Entry into a Material Definitive Agreement.
On March 20, 2019 we entered into an LLC
Membership Interest Purchase Agreement (the “Canncare
Purchase Agreement”), under which we will acquire 100% of the
outstanding membership interests in CannacareMD, LLC, a Florida
limited liability company doing business as Hemp Healthy®.
Hemp Healthy® operates the
www.buyhempcbd.com
website, where consumers can purchase
a wide range of products featuring hemp-derived Cannabidiol (CBD)
products.
Under the terms of the Cannacare Purchase
Agreement we agreed to issue at closing a total $1.1 million worth
of our common stock. As the initial payment, we will issue $330,000
worth of our common stock, valued at the average market closing
price for the twenty trading days following the closing date. On
the 90
th
,
180
th
,
270
th
,
and 365
th
days following the closing date, we
will issue additional tranches of $192,500 worth of our common
stock, each to be valued at the average market closing price for
our common stock for the twenty trading days immediately following
the due date for each installment.
Also on March 20, 2019, we entered into an LLC
Membership Interest Purchase Agreement (the “Tierra Purchase
Agreement”), under which we will acquire 100% of the
outstanding membership interests in Tierra Healthcare Concepts,
LLC, a Florida limited liability company (“Tierra”)
which operates a specialty medical practice focused on CBD and
other treatments. To acquire Tierra, we will make a series of cash
payments to the current owners of the company. At closing, we
agreed to make an initial payment of $600,000, with additional
$100,000 payments being due on the 90
th
,
180
th
,
270
th
,
and 365
th
days following the closing
date.
In
connection with our acquisition of Hemp Healthy® and Tierra,
we agreed to retain the founder of Hemp Healthy® and Tierra to
serve as a consultant for two years under the terms of a Consulting
Agreement, to provide advice, management and direction for the
day-to-day operations of each of these subsidiaries. The consultant
will be paid a base fee of $150,000 per year, with
performance-based bonuses to be awarded in the discretion of our
compensation committee, and agreed to restrictions on engaging in
competing businesses.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
On
March 25, 2019, we released the press release furnished herewith as
Exhibit 99.1
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01
Financial
Statements and Exhibits
Exhibit
No.
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Description
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10.1
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LLC Membership Interest Purchase Agreement – CannacareMD, LLC
*
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10.2
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LLC Membership Interest Purchase Agreement – Tierra
Healthcare Concepts, LLC
*
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10.3
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Consulting
Agreement *
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Press
Release
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*
To be filed as an exhibit to the Company’s Quarterly
Report on Form 10Q for the quarter ended March 31,
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 25,
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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