Washington, DC 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2020
(Exact name of the registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
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(IRS Employer
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80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483
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[ ]

Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2020, Exactus, Inc. (the “Company”) amended its Supply and Distribution Agreement with HTO Holdings Inc. (“Hemptown”), which it had initially entered into on February 4, 2020 and disclosed with the SEC in its Current Report on Form 8-K/A dated March 17, 2020 (the “Supply Agreement”). Ceed2Med, LLC, the Company’s largest stockholder, is also a significant investor in Hemptown and is party to a distribution agreement with the Company. Under the Supply Agreement, the Company agreed to purchase and sell Hemptown’s Cannabigerol (CBG) and Cannabidiol (CBD) products, including top flower, biomass and extracts.
Pursuant to the amendment, the Company agreed to also (i) aid Hemptown’s management with product compliance requirements, (ii) participate in discussions related to Hemptown’s 2020 farming, harvesting and processing plans as well as joint supply scenarios, (iii) interact with Hemptown’s ingredient and manufacturing divisions to facilitate development of documents for selected SKUs to service the white label market, and (iv) aid Hemptown’s CEO in overseeing the entire supply chain to establish best practices in quality and compliance and lower costs. In addition, Hemptown agrees to pay the Company $3,500 a month in consulting fees.

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.
Date: April 2, 2020    
By: /s/ Kenneth Puzder
       Kenneth Puzder
       Chief Financial Officer