UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 22,
2018
EXACTUS, INC.
(Exact Name of Registrant as Specified in Charter)
|
Nevada
|
000-55828
|
27-1085858
|
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
4870 Sadler Road, Suite 300, Glen Allen, Virginia
23060
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (804)
205-5036
N/A
(Former Name or Former Address, if Changed Since Last
Report)
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))
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 ☐
If an
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.
☐
Item
1.01.
Entry
into a Material Definitive Agreement
On March 22, 2018,
Exactus, Inc., a Nevada corporation (the “Company”),
entered
into a securities purchase agreement, effective March 16, 2018,
with an investor pursuant to which the Company issued and sold a
convertible promissory note (the “Note”) to the
investor in the aggregate principal amount of $58,500
original issue discount of 10%, and
received gross proceeds of $52,650. The Note matures on the earlier
of (i) December 16, 2018, or (ii) the date in which a registration
statement for the shares underlying the Note is declared effective
(either the “Maturity Date”). The Note bears interest
at 9% per annum. Beginning
June 16, 2018, the investor may elect to convert the Note into
shares of common stock of the Company at the lower of (i) $0.25 per
share or (ii) 51% of the lowest trading price of the
Company’s common stock during the 25 day period prior to the
conversion, subject to adjustment (the “Conversion
Price”).
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information provided in Item 1.01 is incorporated herein by
reference.
Item
3.02.
Unregistered
Sales of Equity Securities.
The information disclosed in Item 1.01 and item 2.03 is
incorporated herein by reference. The Note was sold in a
transaction exempt from registration under section 4(a)(2) of the
Securities Act of 1933 and Rule 506(b) thereunder as a transaction
not involving a public offering. The investor acquired the Note for
investment and without a view to distribution and the Company
reasonably believed the investor was an accredited
investor.
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.
|
|
Exactus,
Inc.
|
|
|
|
|
|
|
|
|
Date:
March 28, 2018
|
By:
|
/s/
Phillip J. Young
|
|
|
|
|
Phillip
J. Young
|
|
|
|
|
President
and Chief Executive Officer
|
|