UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934 Exactus, Inc.
(Name of Issuer)

Common stock, $0.0001 per share
(Title of Class of Securities)

30066P102
(CUSIP Number)
  
Nick Davitian, Esq.  
95 NW 4th Ave.  
Delray Beach, FL 33483
  (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 6, 2019
  (Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
 

1.  Names of Reporting Persons.
 
Ceed2Med, LLC
2.  Check the Appropriate Box if a Member of a Group
 
(a) ☐
(b) ☐
3.  SEC Use Only
 
 
4.  Source of Funds
 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
☐
6.  Citizenship or Place of Organization
 
United States, Florida
   Number of Shares
   Beneficially
   Owned by
   Each Reporting
   Person With:
7.  Sole Voting Power
 
7,635,690
8.  Shared Voting Power

  n/a
9.  Sole Dispositive Power
 
  7,635,690
 
   10.  Shared Dispositive Power
 
   n/a
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
 
  7,635,690
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
☐
13.  Percent of Class Represented by Amount in Row (11)
 
22.18%
14.  Type of Reporting Person
 
OO
 
 
 
 
 
 
 
ITEM 1. SECURITY AND ISSUER
 
(a)
Name of Issuer:
 
Exactus, Inc.
 
(b)   Address of Issuer's Principal Executive Offices:
 
80 NE 4 th Avenue, Suite 28,
Delray FL 33483
 
(c)   Title of the class of equity securities to which this statement relates:
 
Common stock, par value
$0.0001

ITEM 2. IDENTITY AND BACKGROUND
 
If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).
 
(a)
Name:
 
Ceed2Med, LLC
 
(b)
Residence or business address: 95 NW 4 th Ave.
 
Delray Beach, FL 33483
 
(c)
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
  
Ceed2Med, LLC (“C2M”) is a Florida limited liability company headquartered in Delray Beach, Florida. C2M provides advisory services for hemp agriculture and hemp-based consumer products to the Company.
 
(d)
Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
 
No.
 
(e)
Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
  
No.
 
(f)
Citizenship:
 
United States; organized in State of Florida
 
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
N/A
 
 
 
 
 
ITEM 4. PURPOSE OF TRANSACTION
 
The purpose of transaction is to report the disposition of 750,000 shares of Common Stock to repay indebtedness of C2M. All amounts herein give effect to the Company’s 1:8 reverse stock split effective January 11, 2019. The Company and C2M are preparing agreements to govern the terms of issuance of Series E Preferred Stock in connection with a material transaction. The Series E Preferred Stock includes “beneficial ownership blocker” provisions under which C2M is, among other things, prohibited from converting into more than 4.9% of the Common Stock of the Company. C2M may become entitled to nominate one or more directors upon issuance of the Series E Preferred Stock, pursuant to final terms of the agreements agreed between C2M and the Company.
 
Except as otherwise described above, there are no current plans or proposals which the reporting persons may have which relate to or would result in:
 
(a)
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
 
(c)
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
 
(d)
A ny change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
(e)
Any material change in the present capitalization or dividend policy of the issuer;
 
(f)
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed- end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
 
(g)
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
 
(h)
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j)
A ny action similar to any of those enumerated above.
  
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
 
C2M holds 7,635,690 shares of Common Stock of the issuer. C2M has the sole power to vote and to dispose of these shares. Except as described above, C2M has not effected any transactions in the issuer’s Common Stock during the past sixty days.
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
There are currently no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
 

Exhibit No.
Description
 
 
 
 

 
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
June 10, 2019
Date
 
Ceed2Med, LLC
 
 
By: /s/ Kenneth Puzder
Kenneth Puzder, Chief Financial Officer