Current Report Filing (8-k)
October 24 2019 - 7:19AM
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): October 21,
2019
EXACTUS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-38190
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27-1085858
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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80 NE
4th Avenue, Suite 28
Delray
Beach, FL 33483
(Address
of principal executive offices (zip code))
(804)
205-5036
(Registrant’s
telephone number, including area code)
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 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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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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
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.
Item 3.02
Unregistered Sales of Equity Securities.
Amendment to Operating Agreement of Exactus One World,
LLC
On
October 23, 2019, the Amended and Restated Operating Agreement (the
“Operating Agreement”) of Exactus One World, LLC
(“EOW”) was amended (the “First
Amendment”). Under the terms of the First Amendment, the
minority members of EOW conveyed their 49.9% membership interest
and rights to distributions related to the current 2019 hemp crop
underway to Exactus, Inc. (the “Company”). As a result,
the Company acquired the right to receive 100% of the distributions
of net profit from the 2019 hemp crop on approximately 225 acres of
farmland currently growing in Oregon. Since March 2019, the Company
has owned 50.1% of the limited liability membership interests in
EOW. In addition, the members amended the payment schedule under
which farm costs are required to be made by the Company. As
consideration for the amendment, the Company agreed to issue
1,223,320 shares of its common stock, par value $0.0001 per share,
to the minority members of EOW.
The
shares of common stock sold and issued as stated in the paragraph
above were offered and sold in reliance on the exemption from
registration afforded by Section 4(a)(2) and Regulation D (Rule
506) under the Securities Act and corresponding provisions of state
securities laws.
The
foregoing description of the terms of the First Amendment does not
purport to be complete and is subject to, and is qualified in its
entirety by reference to, the provisions of the First Amendment, a
copy of which is filed as Exhibit 10.1 and is incorporated herein
by reference.
Amendment to Management and Services Agreement
On
October 23, 2019, the Company, Ceed2Med, LLC (“C2M”),
Vladislav Yampolsky, Jamie Goldstein, and Emiliano Aloi entered
into the Amendment (the “MSA Amendment”), effective
March 1, 2019, to the Management and Services Agreement (the
“MSA”) previously entered by the parties and previously
filed as Exhibit 10.2 to the Company’s Current Report on 8-K
filed with the SEC August 1, 2019. C2M, Vladislav Yampolsky and
Emiliano Aloi are directors or officers of the Company and are
considered affiliates of the Company. The MSA Amendment extended
the termination date of the MSA to December 31, 2024 and expanded
the scope of services to be provided by C2M to the Company. The MSA
Amendment was approved by a majority of the disinterested directors
of the Company.
The
foregoing description of the terms of the MSA Amendment does not
purport to be complete and is subject to, and is qualified in its
entirety by reference to, the provisions of the MSA Amendment, a
copy of which is filed as Exhibit 10.2 and is incorporated herein
by reference.
Promissory Note
During
October 2019, the Company entered into two short-term promissory
notes (the “Notes”) for a total of $85,000. $50,000 of
the Notes were subscribed by Andrew Young, an officer of the
Company. The Notes become due and payable 2 weeks following the
issuance date and bear interest at a rate of twelve (12%) percent
per annum prior to the maturity date, and eighteen (18%) per annum
if unpaid following the maturity date. The Notes are unsecured
obligations of the Company. In addition, the Notes carry a 10%
original issue discount.
The
foregoing description of the terms of the Notes does not purport to
be complete and is subject to, and is qualified in its entirety by
reference to, the provisions of the Form of 12% Promissory Note which is filed
as Exhibit 10.3 is incorporated herein by reference.
On
October 24, 2019, we released the press release furnished herewith
as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits.
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Exhibits
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First Amendment to
Operating Agreement of Exactus One World, LLC, dated October 23,
2019*
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Amendment to
Management and Services Agreement, dated October 23,
2019*
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Form of 12%
Promissory Note*
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Press Release,
issued October 24, 2019*
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* Filed
herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Date:
October 24, 2019
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EXACTUS,
INC.
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By:
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/s/ Ken
Puzder
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Name:
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Ken
Puzder
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Title:
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Chief
Financial Officer
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