Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 1, 2016
Exactus, Inc.
(Exact
name of small business issuer as specified in its
charter)
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Nevada
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27-1085858
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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4870 Sadler Rd,
Suite 300, Glen Allen, VA 23060
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(Address
of principal executive offices)
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(804)
205-5036
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(Issuer’s
telephone number)
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____________________________________________________________
(Former
name or former address, if changed since last report)
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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 (see General Instruction A.2.
below):
[
] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 1, 2016, Exactus, Inc. (the “Company”)
appointed James R. Erickson, Ph.D, as Chief Business Officer of the
Company, effective December 5, 2016. In this capacity he will
function as the principal operating officer of the Company. Prior
to joining the Company, Dr. Erickson, age 54, served as a Senior
Transaction Advisor at Ferghana Partners, a healthcare investment
bank focusing on financings, M&A and corporate partnering in
the diagnostic and therapeutic sectors, a position he held since
October 2013. Previously, Dr. Erickson served as Chief Executive
Officer of BayPoint Biosystems, Inc., a proteomic company focused
on commercializing diagnostics/research tools-oriented technology
from the M.D. Anderson Cancer Center, from December 2005 to August
2013.
In
connection with this appointment, the Company entered into an
employment agreement with Dr. Erickson, dated December 1, 2016 (the
“Employment Agreement”), which provides for his service
as Chief Business Officer of the Company. Dr. Erickson’s
employment will continue until it is otherwise terminated by either
party pursuant to the terms of the Employment Agreement. The
Employment Agreement may be terminated by the Company without
“Cause” upon three months’ advance written
notice, or for “Cause”, and by Dr. Erickson without
“Good Reason” or for “Good Reason” (as
those terms are defined in the Employment Agreement).
Dr.
Erickson will receive an initial limited annual base salary of
$125,000 (the “Limited Salary”) from December 5, 2016
until the Company has brought in an aggregate of $5 million in
financing, whether through the sale of securities or otherwise (the
“Limited Salary Period”). At the conclusion of the
Limited Salary Period, Dr. Erickson will receive an annual base
salary of $250,000 (the “Base Salary”). Dr. Erickson is
eligible to earn an annual performance bonus equal to up to 55% of
his Limited Salary or Base Salary, based upon performance criteria
set by the Board of Directors in its sole discretion on an annual
basis. The agreement provides for the grant of stock options for
1,000,000 shares of the Company’s common stock, half of which
will vest on December 31, 2017, or immediately upon the
establishment of a stock option plan in 2017. The other half will
vest monthly on the first day of each subsequent month, commencing
January 1, 2018, at a rate of 1/36 of the total number of remaining
shares per month. Pursuant to the terms of the Employment
Agreement, vesting will be accelerated following a termination or
Change in Control (as defined in the Employment Agreement). Dr.
Erickson will be entitled to participate in all employee benefit
plans for which he is eligible, including health and dental
insurance, life and disability insurance, and all other employee
benefit plans effected for employees of the Company generally
pursuant to the Employment Agreement.
If the
Company terminates Dr. Erickson’s employment for Cause, as
provided by the Employment Agreement, he will be entitled to
receive the Initial Salary or Base Salary or bonus earned and
unpaid through the date of termination. In the event the Company
terminates Dr. Erickson’s employment without Cause or Dr.
Erickson terminates his employment for Good Reason, as provided in
the Employment Agreement, Dr. Erickson will be entitled to receive
(i) a payment in the amount of his Base Salary or Limited Salary
(whichever is applicable) for the greater of six months or the
number of full months between December 5, 2016 and date of
termination up to a maximum of twelve months (the “Severance
Period”), (ii) continuation of his benefits (to the extent
authorized by COBRA) on a monthly basis for the Severance Period;
and (iii) accelerated vesting of any stock options subject to
vesting with respect to the number of shares that would have vested
during the Severance Period if Dr. Erickson had remained employed
by the Company during such time. In the event that the Company
terminates Dr. Erickson’s employment without Cause, or by the
Executive for Good Reason, within six months following a Change in
Control of the Company, pursuant to the terms of the Employment
Agreement, Dr. Erickson will be entitled to receive (i) payment in
the amount of his Base Salary or Limited Salary (whichever is
applicable) for twelve months, (ii) continuation of his benefits
for twelve months (to the extent authorized by and consistent with
COBRA), (iii) accelerated vesting of any stock options subject to
vesting with respect to the number of shares that would have vested
during the Severance Period if Dr. Erickson had remained employed
by the Company during such time, and (iv) any pro-rated bonus
portions which the Board of Directors, at its sole discretion,
determines had been earned by Dr. Erickson, which will be in lieu
of any benefits to which Dr. Erickson is otherwise
entitled.
The
agreement also includes covenants relating to non-disclosure of
confidential information and non-competition, non-solicitation,
non-interference with customers, and non-hiring of employees for a
period of one year following termination of
employment.
A copy
of Dr. Erickson’s agreement is attached as Exhibit 10.1 to
this report and incorporated by reference into this Item
5.02.
The
Company issued a press release announcing the appointment on
December 7, 2016. The press release is attached as Exhibit 99.1 to
this report and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Employment
Agreement of James R. Erickson, effective as of December 1,
2016
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99.1
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Press
release issued by Exactus, Inc. dated December 7, 2016
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SIGNATURES
Pursuant
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.
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Exactus, Inc.
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Dated:
December 8, 2016
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/s/ Philip J.
Young
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Philip
J. Young
CEO
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Employment
Agreement of James R. Erickson, effective as of December 1,
2016
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99.1
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Press
release issued by Exactus, Inc. dated December 7, 2016
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