SCHEDULE 13D
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CUSIP No. 30066P201
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Page 2 of 8 Pages
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1
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NAME OF
REPORTING PERSON
Ceed2Med,
LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
6,435,691
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
6,435,691
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,435,691
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.83%(1)
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14
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TYPE OF
REPORTING PERSON
OO
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(1)
All percentages of
Common Stock (as defined below) outstanding contained herein are
based on 40,648,558 shares of Common Stock outstanding as of
November 12, 2019,
according to the Form 10-Q filed by the Issuer with the SEC on
November 14, 2019. This excludes 10,000 shares of the
Issuer’s Series E Preferred Stock Common Stock held by the
Reporting Persons. The Series E
Preferred is convertible into shares of Common Stock only if the
closing price of Common Stock in its principal trading market
exceeds $2.00 per share for 5 consecutive trading days. Upon such
occasion, Series E Preferred Stock are convertible at $1.60 per
share of Common Stock, at the discretion of Series E Preferred
Stockholder, at a rate of 1 share of the Series E Preferred Stock
into 625 shares of the Issuer’s Common Stock, subject to a
4.99% beneficial ownership blocker.
SCHEDULE 13D
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CUSIP No. 30066P201
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Page 3 of 8 Pages
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1
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NAME OF
REPORTING PERSON
Vladislav
Yampolsky
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,000,000(3)
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8
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SHARED
VOTING POWER
6,435,691
(1)
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9
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SOLE
DISPOSITIVE POWER
1,000,000(3)
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10
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SHARED
DISPOSITIVE POWER
6,435,691
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,435,691
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.29%(2)
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14
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TYPE OF
REPORTING PERSON
IN
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(1)
Solely in his
capacity as the controlling person of Ceed2Med LLC. The reporting
person expressly disclaims beneficial ownership with respect to any
shares of Common Stock (as defined below) of the Issuer, except to
the extent of the reporting person’s pecuniary interest
therein or to the extent the reporting person actually exercises
voting or dispositive power with respect to such shares of Common
Stock. Mr. Yampolsky is also a director of the Issuer.
(2)
All percentages of
Common Stock (as defined below) outstanding contained herein are
based on 40,648,558 shares of Common Stock outstanding as of
November 12, 2019,
according to the Form 10-Q filed by the Issuer with the SEC on
November 14, 2019. This excludes 10,000 shares of the
Issuer’s Series E Preferred Stock Common Stock held by the
Reporting Persons. The Series E
Preferred is convertible into shares of Common Stock only if the
closing price of Common Stock in its principal trading market
exceeds $2.00 per share for 5 consecutive trading days. Upon such
occasion, Series E Preferred Stock are convertible at $1.60 per
share of Common Stock, at the discretion of Series E Preferred
Stockholder, at a rate of 1 share of the Series E Preferred Stock
into 625 shares of the Issuer’s Common Stock, subject to a
4.99% beneficial ownership blocker.
(3)
Represents certain
restricted shares directly beneficially owned by Mr. Yampolsky, which
vests equally over 48
months commencing October 1, 2019.
Amendment
No. 2 to Schedule 13D
Item
1.
Security
and Issuer
This Amendment No. 2 to Schedule 13D (this
“Amendment No.
2”) amends and
supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on January 22, 2019 (the
“Original Schedule
13D”) and, as amended and
supplemented by by that certain Amendment No.1 on Schedule 13D
filed on June 6, 2019 the “Amendment No.
1”), relating to the
common stock, par value $0.0001 per share
(“Common Stock”), of Exactus, Inc. (the
“Issuer”). Except as specifically amended by this
Amendment No. 2, items in the Original Schedule 13D are unchanged.
Capitalized terms used herein that are not defined have the
meanings ascribed to them in the Original Schedule 13D. The
Issuer’s principal executive office is located at 80 NE 4th
Ave, Delray Beach, FL 33483.
Item
2.
Identity
and Background
(a) This
Amendment No. 2 is filed by Ceed2Med, LLC, a Florida limited
liability company (“C2M”), and Mr. Yampolsky is the
controlling person of C2M and a director of the
Issuer.
(b) The business
address of each Reporting Person is 95 NW 4th Ave., Delray Beach,
FL 33483
(c) The principal
business of the Reporting Persons concerns hemp supply, storage,
distribution and marketing services, as well as certain advisory
services for hemp agriculture and hemp-based consumer products to
the Issuer.
(d) -
(e) During the past five years, none of the Reporting Persons have
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which 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.
(f) Mr.
Yampolsky is a citizen of the United States, C2M is a Florida limited liability
company.
Item
3.
Source
and Amount of Funds or Other Consideration
On January 8, 2019, C2M, a Reporting Person
entered into a Master Product Development and Supply Agreement (the
“Development
Agreement”) with the
Issuer. Pursuant to the Development Agreement, the C2M allotted the
Issuer 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 67,085,523 shares of our
common stock, or approximately fifty-one (51%) percent of the
Issuer’s issued and outstanding shares of common stock on a
fully-diluted basis, on January 8, 2019 upon effectiveness of the
Development Agreement. As a result, C2M is the Issuer’s
largest shareholder. Effective January 11, 2019, the Issuer
implemented a reverse stock split on the basis of 1 share for every
8 shares held, and has since disposed of 750,000 shares of Common
Stock on June 6, 2010 as consideration for repayment of a C2M
debt.
Item
4.
Purpose
of Transaction
The
purpose of the transaction is to report the distribution of
1,200,00 shares of Common Stock by C2M to one of its non-managing
members in connection with its internal operational purposes. All
amounts herein give effect to the Company’s 1:8 reverse stock
split effective January 11, 2019. The Series E Preferred includes
“beneficial ownership blocker” provisions under which
the Reporting Person is, among other things, prohibited from
converting into more than 4.99% of the Common Stock of the Company.
As of the date hereof, none of the Reporting Persons has any plans
or proposals 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) any 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; (g) any changes in the Issuer's charter or
by-laws or other actions which may impede the acquisition or
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 cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to those
enumerated above.
Item
5.
Interest
in Securities of the Issuer
Item 5
of the Schedule 13D is hereby amended and restated as
follows:
(a) and
(b)
The
information contained on the cover pages of this Schedule 13D is
incorporated by reference. All percentages of Common Stock
outstanding contained herein are based on 40,648,558 shares of
Common Stock outstanding as of November 12, 2019, according to the Form 10-Q
filed by the Issuer with the SEC on November 14, 2019. In the
aggregate, the Reporting Persons beneficially own, as of the date
hereof, the following:
(i)
C2M has shared
voting and dispositive power over 6,435,691 shares of Common Stock,
representing 15.83% of the outstanding shares;
(ii)
Mr. Yampolsky
beneficially owns 7,435,691 shares of Common Stock, representing
18.29% of the of the outstanding shares, of which he has shared
voting and dispositive power over 6,435,691 shares of Common Stock,
representing 15.83% of the outstanding shares, and sole voting and
dispositive power over 1,000,000 shares of Common
Stock.
Each
Reporting Person expressly disclaims beneficial ownership of the
shares of Common Stock reported in this Schedule 13D, except to the
extent of such Reporting Person’s pecuniary interest therein
or to the extent such Reporting Person actually exercises voting or
dispositive power with respect to the extent of the pecuniary
interest of such persons in such securities.
ITEM
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE
SECURITIES OF THE ISSUER.
Item 6
of the Schedule 13D is hereby amended and restated as
follows:
On January 8, 2019 the Issuer and C2M entered into a Master Product
Development and Supply Agreement (the “Development
Agreement”). Under the
Development Agreement, among other things, the Issuer was allotted
by C2M 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. In addition, C2M is to manufacture
tinctures, edibles, capsules, topical solutions and animal health
products manufactured for the Issuer. In connection with the
Development Agreement, C2M was issued 67,085,523 shares of the
Issuer’s common stock, or approximately fifty-one (51%)
percent of its issued and outstanding shares of common stock on a
fully-diluted basis, on January 8, 2019 upon effectiveness of the
Development Agreement. As a result, C2M is the Issuer’s
largest shareholder.
On July 31, 2019, the Issuer and C2M finalized and entered into a
Management and Services Agreement (the “MSA”) in order to provide the Issuer with
project management and various other benefits associated with the
farming rights, operations and opportunities with C2M, including
assignment by C2M of C2M’s agreements and rights to acquire
approximately 200 acres of hemp farming. Under the terms of the
MSA, C2M agreed to provide further access to the opportunities and
know-how of C2M, consented to the appointment of Emiliano Aloi, a
seasoned hemp veteran previously an advisor and currently the
Issuer’s President, and to provide the Issuer and Exactus One
World, LLC, a subsidiary of the Issuer, certain additional services
consisting of, among other things:
●
right
of
participation for further investment and business opportunities in
order to rapidly expand the Issuer’s business and operations
in hemp-derived CBD;
●
executive,
sourcing, vendor, product, production and other expertise and
resources;
●
drawings, designs
and specifications for extraction, production and manufacturing
facilities and resources;
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brand
development and support services.
The MSA also served to finalize certain other compensation
arrangements with C2M and the Issuer. The parties agreed to payment
in a new class of preferred stock, the Series E Preferred
Stock.
On August 1, 2019 the Issuer issued 1,000 shares of Series E 0%
Convertible Preferred Stock, par value $0.0001 per share (the
“Series E Preferred”) to C2M pursuant to the MSA. Under
the terms of the Series E Preferred, C2M may only convert such
shares of Series E Preferred into shares of the Issuer’s
Common Stock, if the closing price of Common Stock on the principal
trading market, shall exceed $2.00 per share for 5 consecutive
trading days. Once vested, the shares of Series E Preferred held by
C2M are intended to either by converted at $1.60 per share of
Common Stock or optionally redeemed out of the proceeds of future
financings, at the option of C2M.
Each share of Series E Preferred is convertible into 625 shares of
Common Stock and have a stated value of $1,000 per share. The
conversion ratio is subject to adjustment in the event of stock
splits, stock dividends, combination of shares and similar
recapitalization transactions. We are prohibited from effecting
conversions of the Series E Preferred to the extent that, as a
result of such conversion, the holder beneficially owns more than
4.99% (which may be increased to 9.99% upon 61 days’ written
notice), in the aggregate, of the issued and outstanding shares of
our Common Stock calculated immediately after giving effect to the
issuance of shares of Common Stock upon the conversion of the
Series E Preferred. Holders of the Series E Preferred shall be
entitled to vote on all matters submitted to shareholders and shall
be entitled to the number of votes equal to the number of shares of
Common Stock into which the shares of Series E Preferred Stock are
convertible, subject to applicable beneficial ownership
limitations. The Series E Preferred Stock provides a liquidation
preference equal to par value.
On
October 23, 2019, the MSA was amended (the “MSA Amendment”), 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
Issuer.
[Signatures
on following page]
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Schedule
13D is true, complete and correct.
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Dated:
December 13, 2019
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CEED2MED, LLC, a Florida limited liability
company
By:
/s/ Vladislav
Yampolsky
Name:
Vladislav Yampolsky
Title:
Managing Member
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/s/ Vladislav
Yampolsky
Vladislav Yampolsky
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