Current Report Filing (8-k)
August 06 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 31, 2019
CELEXUS, INC.
(Exact name of registrant as
specified in its charter)
Nevada
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000-52069
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98-0466350
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(State or other jurisdiction
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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 Number)
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8275
S. Eastern Ave. Suite 200
Las Vegas, NV
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88123
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former 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:
[ ] Written communications pursuant
to Rule 425 under the Securities Act
[ ] Soliciting material pursuant
to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 31, 2019, Celexus, Inc. (the “Company”)
and its affiliate, Bio Distribution, Inc. (d/b/a “HempWave”) entered into an amendment to the acquisition agreement
entered in February 2019, by which the Company would acquire HempWave by issuing stock in exchange for the shares of HempWave (the
“Exchange Agreement”). The amendment includes changes to four provisions of the Exchange Agreement, and are summarized
below:
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1.
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Section A of the Exchange Agreement is amended to provide that instead of the acquisition for
$13,000,000 in Company stock, the value of the stock to be issued will be calculated by an independent appraisal;
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2.
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Section V.02(e) of the Exchange Agreement is amended to clarify that the due diligence investigation
conducted by the Company shall include an appraisal of HempWave;
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3.
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Section V.03(f) of the Exchange Agreement is amended to include a corresponding change to that
made in Section V.02(e) of the Exchange Agreement; and
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4.
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Section VI.01(c) of the Exchange Agreement is amended to extend the period for the completion
of due diligence and to effect the acquisition from July 31, 2019 to January 3, 2020.
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Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: August 5, 2019
Celexus, Inc.
/s/ David Soto
David Soto, President
Celexus (CE) (USOTC:CXUS)
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