SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 12,
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
(Commission File Number)
4870 Sadler Road, Suite 300, Glen Allen, Virginia
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (804)
(Former Name or Former Address, if Changed Since Last
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.
communications pursuant to Rule 425 under the Securities Act (17
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of
the Securities Exchange Act of 1934.
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.
1.01. Entry into a Material Definitive
On September 12, 2018, Exactus, Inc. (the
“Company”) and Timothy Ryan, the Company’s
Executive Vice-President and a director (the
“Purchaser”), entered into an Agreement to unwind and
terminate the July 5, 2018 Series D Subscription Agreement by and
between the Company and the Purchaser and void the issuance of the
Series D Preferred Stock to the Purchaser. After unwinding the
Series D Subscription Agreement the Purchaser is the beneficial
owner of 11 shares of Series D Preferred Stock. The terms of the
Series D Subscription Agreement were previously disclosed in the
Company’s current report on Form 8-K as filed with the
Securities and Exchange Commission on July 6, 2018. The transaction
was approved in advance by the board of directors of the
Company, pursuant to Rule 16b-3(e).
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Company previously reported the exercise price of the 1,675,000
five-year non-qualified stock options (the “Options”)
granted to the Company’s officers on September 4, 2018 as
$0.10, which was the fair market value at the time the written
consent granting the Options was drafted. Due to a delay in
executing the written consent for the Options, the fair market
value on the date of the grant of the Options was $0.089. As such,
the exercise price for the Options is $0.089 per share. The grant
of the Options was previously disclosed in the Company’s
current report on Form 8-K as filed with the Securities and
Exchange Commission on September 7, 2018.
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.
September 14, 2018
By: /s/ Phillip J.
Phillip J. Young
President and Chief Executive Officer