Current Report Filing (8-k)
July 15 2019 - 4:57PM
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): July 15, 2019 (July 9,
2019)
EXACTUS, INC.
(Exact
name of the registrant as specified in its charter)
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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
n/a
(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)).
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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. [ ]
Item
1.01 Entry
Into a Material Definitive Agreement
On July
9, 2019, Exactus, Inc. (the “Company”) entered into a
Commercial Lease Agreement (the “Lease”) with Skybar
Holdings, LLC, a Florida limited liability company.
Pursuant to the
Lease, the Company will rent the entire first floor (consisting of
approximately 4,000 square feet) of a property located in Delray
Beach, Florida (the “Premises”). The Company plans to
develop the Premises to create a hemp oriented health and wellness
retail venue, including education, clothing and cosmetics, and
explore franchise opportunities.
The
initial term of the Lease is 5 years commencing August 1, 2019,
with two 5 year extension options. The Lease includes a right of
first refusal in favor of the Company to lease any space that
becomes available on the 2nd and 3rd floor of the Premises and a
right of first refusal to purchase the Premises.
Pursuant to the
Lease, the Company will pay rent equal to forty thousand dollars
per month in advance in addition to all applicable Florida sales
and/or federal taxes. Effective one year from the lease
commencement date and each year thereafter, the rent shall increase
at least three percent (3%) per year.
The
lessor of the Premises is a limited liability company owned by
Vladislav (Bobby) Yampolsky, a member
of the Board and the founder, manager and controlling member
of
Ceed2Med LLC (“C2M”), the Company’s
largest stockholder.
The
foregoing is a summary of the terms of the Lease, a copy of the
Lease is filed as Exhibit 10.1 to this Current Report and the full
text of which is incorporated herein by reference.
Item
5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On July
10, 2019, the Board appointed Kenneth E. Puzder to the position of
Chief Financial Officer of the Company. The Board also approved a
form of offer letter between the Company and Mr. Puzder, which is
filed as Exhibit 10.2 to this Current Report and the text of which
is incorporated herein by reference (the “Offer
Letter”). As Chief Financial Officer, Mr. Puzder will report
to the Board. Mr. Puzder is also a member of the
Board.
Mr. Puzder, age 53, currently also
serves as President
of
C2M, the Company’s
largest stockholder.
Mr. Puzder served as Chief
Financial Officer of Ceed2Med, LLC. Prior to 2018, he served as a
Co-Founder, Managing Member, and CFO of the Lukens Group, LLC, a
behavioral therapy firm that focuses on a variety of behavioral
struggles including alcoholism, drug abuse, depression and anxiety
with a special emphasis on PTSD. From January of 2007 to December
of 2017, Mr. Puzder was president of his own consulting firm,
Kenneth E. Puzder Consulting. As a seasoned financial executive,
Mr. Puzder specialized in debtor side representations, financial
leadership in rapid growth environments, mergers and acquisitions,
restructuring and turnaround, and personal and partnership tax
returns. From July of 2003 through December of 2006, he served in
various positions with the Arby’s Restaurant Group
(“ARG”) family of companies, including: Chief Financial
Officer of AFA Service Corporation (a sister company to ARG), VP of
Accounting and Finance for Arby’s Restaurant Group, Inc., and
Regional Controller for RTM, Inc. (a subsidiary of ARG). From
August of 2000 through April of 2003, Mr. Puzder served as
Controller of Panera Bread Company. From January of 1999 through
August of 2000, he served as Vice President and Secretary of the
Linder Funds, a series of mutual funds. Prior to serving that
position, from March of 1998 through August of 2000, he was
Financial Operations Principal and Assistant Secretary of Lindner
Asset Management, the asset management firm for the Linder Funds.
From February of 1996 until March of 1998, he was an audit manager
with KPMG Peat Marwick, LLP specializing in large life insurance
companies, stock brokerage firms and real estate companies. From
June of 1990 through February of 1996, Mr. Puzder was with Mills
Group, Inc., serving as its Chief Financial Officer and
Treasurer. Mr. Puzder holds a B.S. in Accounting from the
University of Missouri, St. Louis, graduating with honors, and is a
Certified Public Accountant in the state of
Missouri.
Pursuant to the
Offer Letter, Mr. Puzder will receive an annual base salary of
$120,000 and will be eligible to receive a $20,000 signing bonus
within 90 days of his start date, which will be netted against
future bonus payments, if any. He will also be eligible to
participate in the Company’s benefit plans. Mr. Puzder will
also receive an equity award, which will be determined and approved
by the Board. The Offer Letter has no set term and may be
terminated by Mr. Puzder or the Company on two weeks written
notice.
No family relationship exists between
Mr.
Puzder and any of the Company’s
directors or executive officers.
Other than
Mr.
Puzder’s association with C2M, there are no
related-party transactions in which
Mr.
Puzder or any of his immediate family members has
an interest that would require disclosure under Item 404(a) of
Regulation S-K.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
Commercial Lease
Agreement, dated July 9, 2019, by and between Skybar Holdings, LLC
and the Company.
Form of Offer
Letter between the Company and Kenneth E. Puzder
Cautionary Note on Forward-Looking Statements
This
Current Report, the press release included herein, and any related
statements of representatives and partners of the Company contain,
or may contain, among other things, certain “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
involve significant risks and uncertainties. Such statements may
include, without limitation, statements with respect to the
Company’s plans, objectives, projections, expectations and
intentions and other statements identified by words such as
“projects,” “may,” “will,”
“could,” “would,” “should,”
“believes,” “expects,”
“anticipates,” “estimates,”
“intends,” “plans,” or similar expressions.
These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to
significant risks and uncertainties, including those detailed in
the Company’s filings with the Securities and Exchange
Commission. Actual results (including, without limitation, the
anticipated benefits of the Lease and the Company’s new Chief
Financial Officer as described herein) may differ significantly
from those set forth in the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties
that are subject to change based on various factors (many of which
are beyond the Company’s control). The Company undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
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: July 15,
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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