Washington, D.C. 20549
Under the Securities Exchange Act of 1934
Exactus, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
Joe Laxague, Esq.
Laxague Law, Inc.
1 East Liberty, Suite 600
Reno, NV 89501
Tel. (775) 234-5221
Fax (775) 996-3283
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 21, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.  Names of Reporting Persons.
Philip J. Young
2.  Check the Appropriate Box if a Member of a Group
3.  SEC Use Only
4.  Source of Funds
Personal funds
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.  Citizenship or Place of Organization
United States
   Number of Shares
   Owned by
   Each Reporting
   Person With:
7.  Sole Voting Power
8.  Shared Voting Power

9.  Sole Dispositive Power
   10.  Shared Dispositive Power

11.  Aggregate Amount Beneficially Owned by Each Reporting Person
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13.  Percent of Class Represented by Amount in Row (11)
14.  Type of Reporting Person
(a) Name of Issuer:
Exactus, Inc.
(b) Address of Issuer's Principal Executive Offices:
4870 Sadler Road, Suite 300
Glen Allen, VA 23060
(c) Title of the class of equity securities to which this statement relates:
Common stock, par value $0.0001
If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).
Philip J. Young
Residence or business address:
4870 Sadler Road, Suite 300
Glen Allen, VA 23060
(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
Philip J. Young was appointed as President, Chief Executive Officer, and Chairman of the Board of Exactus, Inc. in March 2016. He was previously appointed as a member of the Board of Directors on February 29, 2016. Mr. Young was a Founder of Exactus BioSolutions and served as its Chairman, President and Chief Executive Officer. He has served as a Director and Executive Officer for public and private companies for the past 20 years where he has created significant shareholder value, built integrated commercial operations and directed successful M&A transactions. From October 2011 through December 2014, he served as President, Chief Executive Officer and Director for AmpliPhi Biosciences, a global biopharmaceutical company, where he completed a transformational restructuring, collaborations and financings. He was the President, Chief Executive Officer and Director of Osteologix, Inc. from April 2007 – March 2011, where he established corporate offices in Ireland after successfully completing a global divestiture of its lead program. Prior to joining Osteologix, Mr. Young served as an Executive Vice President and Chief Business Officer for Insmed Inc., a publicly traded biotechnology company where he directed all financing, commercial and corporate communications activities. Prior to Insmed Inc., Mr. Young held executive positions at Élan, Neurex, and Pharmacia Corporations. Mr. Young started his management career in the biopharmaceutical industry at Genentech Inc. where he was responsible for their cardiovascular and endocrine product launches sales and marketing.
(d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
(e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
(f) Citizenship:
United States
On February 29, 2016, the issuer entered into a Share Exchange Agreement (the “Agreement”) with Exactus BioSolutions, Inc., a Delaware corporation (“Exactus”). Under the terms of the Agreement, the issuer acquired all of the issued and outstanding capital stock of Exactus in exchange for the issuer’s issuance of a total of 32 million shares of its newly-designated Series B-1 Preferred Stock to the former shareholders of Exactus, including Mr. Young, who received 8,500,000 shares of Series B-1 Preferred Stock in the exchange. These shares were subsequently converted to common stock. In addition, on March 28, 2018, Mr. Young was issued 11 shares of Series D Preferred Stock in payment of $137,500 in debt owing to him by the issuer. These shares of Series D Preferred Stock are convertible to a total of 2,200,000 shares of common stock, subject to a 4.99% ownership limitation contained in the applicable certificate of designation. Finally, on September 4, 2018, Mr. Young was issued incentive stock options to purchase a total of 225,000 shares of common stock at a price of $0.089 per share. 187,500 of these options are currently vested.
Mr. Young’s acquisition of securities in the issuer originally occurred in connection with the issuer’s Share Exchange Agreement with Exactus BioSolutions, Inc., a company founded by Mr. Young. Mr. Young was appointed to the issuer’s board of directors in connection with the Share Exchange Agreement, the purpose of which was to continue Exactus’ Point-of-Care diagnostics business through the issuer. Subsequent acquisitions of securities in the issuer, as detailed above, were made in payment of debt to Mr. Young and as compensation, respectively.
Except as otherwise described above, there are no current plans or proposals which the reporting persons may have 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 including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of 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 to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Mr. Young’ aggregate number of beneficially owned shares of Common Stock, par value $0.0001 per share, is currently 8,849,250 shares, which does not include the 2,200,000 shares of common stock issuable upon conversion of Series D Preferred Stock, which are subject to a 4.99% ownership limitation contained in the applicable certificate of designation. Mr. Young has the sole power to vote and to dispose of these shares. Mr. Young has not effected any transactions in the issuer’s common stock during the past sixty days.
There are currently no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
December 20, 2018
/s/ Philip J. Young
Philip J. Young