Current Report Filing (8-k)
September 21 2020 - 5:05PM
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): September 15,
2020
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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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: (561) 455-4822
_____________________________________________________________________
(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. [
]
SECTION 1 – REGISTRANT’S BUSINESS AND
OPERATIONS
Item
1.01
Entry
Into a Material Definitive Agreement
The
disclosures set forth in Item 5.02, below, regarding our
Separation and Release
Agreement with Derek Du Chesne are incorporated herein by
reference.
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 September
15, 2020, Derek Du Chesne resigned from his positions as a member
of our Board of Directors and as our President and Chief Growth
Officer. There were no known disagreements with Mr. Du Chesne
regarding any matter relating to our
operations, policies, or practices. Mr. Du Chesne’s departure
from the company is governed by a Separation and Release Agreement
dated September 15, 2020 (the “Agreement”). The
material terms of the Agreement are as follows:
●
Mr. Du
Chesne’s Employment Agreement with the company has been
terminated. Mr. Du Chesne has waived all claims to wages,
compensation, severance, reimbursement, stock options (except as
described below), equity incentive compensation, stock grants, or
other compensation payments arising under his former Employment
Agreement. In addition, the Non-competition and Non-solicitation
covenants set forth in the Employment Agreement have been
terminated.
●
Mr. Du Chesne has
been allowed to exercise options to purchase 20,000 shares of our
common stock at a price of $0.30 per share.
●
Mr. Du Chesne and
the Company have exchanged comprehensive mutual
releases.
Effective September
17, 2020, Justin Viles resigned as a member of our Board of
Directors. There were no known disagreements with Mr. Viles
regarding any matter relating to our
operations, policies, or practices.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01
Financial
Statements and Exhibits
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Exhibit No.
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Description
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Separation
and Release Agreement with Derek Du Chesne
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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:
September 21, 2020
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By:
/s/ Kenneth
Puzder
Kenneth
Puzder
Chief
Financial Officer
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