Current Report Filing (8-k)
June 25 2019 - 6:06AM
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): June 24,
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
_____________________________________________________________________
(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.
[
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SECTION 5 –
CORPORATE
GOVERNANCE AND MANAGEMENT
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Effective June 24,
2019, Vladislav Yampolsky and Steven A. Schwartz were appointed to
serve as members of our Board of Directors. Mr. Yampolsky is the
Co-Founder and CEO of Ceed2Med, LLC, our largest shareholder. We
believe that Mr. Schwartz meets the definition of
“independent” director under SEC rules and the rules
and regulations promulgated by NASDAQ.
Vladislav (Bobby) Yampolsky
, 42, is the
founder ECJ Luxe, a family-owned luxury shopping destination that
specializes in an array of ultra-exclusive items including
everything from high end time pieces, jewelry and diamonds, to
exotic cars and yachts. The Yampolsky family established the
business as East Coast Jewelry in 1986 and Bobby opened the West
Palm Beach, Florida location in 1996. East Coast Jewelry evolved
into ECJ Luxe in 2015 and has expanded to multiple locations
throughout southern Florida. Mr. Yampolsky owns and operates
multiple other businesses, including restaurant, nightclub, yacht
and exotic car sales, and real estate investments. In addition, Mr.
Yampolsky is the Co-Founder and CEO of Ceed2Med, LLC, a hemp and
hemp-derivative supply sourcing, production, distribution, and
development company that secures production of industrial hemp
biomass and raw ingredients that invests in developing supply chain
partners and distribution channels worldwide. Ceed2Med is heavily
invested in the hemp industry and is currently the largest
shareholder of Exactus Inc. as well as substantial shareholder in
Hemptown Organics Corp.
Steven A. Schwartz
, 75, is currently is
a consultant for ECJ Luxe and has been working for the company for
20 years. Mr. Schwarz’s career started in the garment
industry, where he worked in the family company. In his early
30’s he became part of a public company, Doe-Spun Inc., where
he ran a division. Through options, buyouts and transitions, he
accumulated control of 33% of that company. Doe-Spun, Inc. was
taken private in the early 1990’s and eventually sold in
1996. After 2 years under an employment contract, Mr. Schwartz was
recruited by the accounting firm Arnold Cohen, Mahoney & Cohen
(now CBIZ) to become President of Andover Togs, a public apparel
company struggling through the manufacturing transition from the US
to Asia. Following the position of President at Andover Togs, he
began importing watches from Switzerland for the company Alain
Silberstein, where he ran distribution in the US, and took the
rights to sell and service the brand along with the Yampolskys. Mr.
Schwarz graduated Syracuse University in 1966 and studied for an
MBA at Adelphi University.
Mr.
Schwartz has not had any material direct or indirect interest in
any of our transactions or proposed transactions over the last two
years. Mr. Yampolsky is the founder and CEO of Ceed2Med, LLC
(“C2M”), our largest shareholder. On January 8, 2019 we
entered into a Master Product Development and Supply Agreement (the
“Development Agreement”) with C2M. Under the Agreement,
we have been allotted a minimum of 50 and up to 300 kilograms per
month, and up to 2,500 kilograms annually, of active
phyto-cannabinoid (CBD) rich ingredients for resale. C2M was issued
8,385,691 shares of our common stock (67,085,523 shares pre-split)
upon effectiveness of the Development Agreement. For more
information regarding our transaction with C2M, please review our
Current Report on Form 8-K filed January 14, 2019.
Compensation arrangements for Mr. Yampolsky and
Mr
. Schwartz have not been determined at this time, and are
subject to ongoing negotiation.
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.
EXACTUS,
INC.
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Date:
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June 24,
2019
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By:
/s/ Philip J.
Young
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Philip J. Young
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President and Chief Executive
Officer
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