FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ryan Timothy John
  2. Issuer Name and Ticker or Trading Symbol
Exactus, Inc. [EXDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EXECUTIVE VICE PRESIDENT
(Last)
(First)
(Middle)
4870 SADLER RD, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2018
(Street)

GLEN ALLEN, VA 23060
4. If Amendment, Date Original Filed(Month/Day/Year)
09/14/2018
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) (1) $ 0.089 09/04/2018   A   225,000   09/04/2018 09/04/2023 Common Stock 225,000 (2) 225,000 D  
Series D Preferred Stock (the (3) (4) 09/12/2018   D     16 07/05/2018   (5) Common Stock 3,200,000 (6) 11 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ryan Timothy John
4870 SADLER RD
SUITE 300
GLEN ALLEN, VA 23060
  X   X   EXECUTIVE VICE PRESIDENT  

Signatures

 /s/ Timothy J. Ryan   09/14/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 178,125 stock options are fully vested with the remainder vesting monthly in equal increments over a 15 month period beginning on October 1, 2018, subject to execution of the Company's standard stock option agreement and continued service as an officer of the Company on each applicable vesting date.
(2) Not applicable.
(3) On the Transaction Date, the Purchaser entered into an Agreement to unwind and terminate the Series D Subscription Agreement and void the issuance of the Series D Preferred Stock. The sale was approved in advance by the board of directors of the Company and therefore exempt pursuant to Rule 16b-3(e).
(4) Each share of Series D automatically converts into 200,000 shares of the Company's common stock upon the consummation of the first offering of the Company's Common Stock, subsequent to the acquisition of the Series D, for which the gross proceeds of the offering exceed $5,000,000.
(5) The Series D has no expiration date.
(6) The securities were issued in connection with the repayment of debt, owed by the Company to the Reporting Person, in the amount of $200,000.
(7) The original Form 4 filed on September 14, 2018, is amended by this Form 4, which corrects Table II Item 9 to show that the Reporting Person beneficially owns 11 shares of Series D following the reported transaction. No other changes have been made to the original Form 4.

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