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): November 1,
2018
EXACTUS, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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000-55828
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27-1085858
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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
First Promissory Note
On
November 1, 2018 (the “Effective Date”) Exactus, Inc.,
a Nevada corporation (the “Company”) entered into a
securities purchase agreement with an investor (the “First
Investor”), effective October 23, 2018, pursuant to which the
Company issued and sold the First Investor a convertible promissory
note (the “First Note”) in the aggregate principal
amount of $35,250 (the “First
Principal”). The First
Note matures on October 23, 2019. The First Note bears interest at
12% per annum. Subject to beneficial
ownership limitations, the
First Investor may elect to convert the First Note into shares of
common stock of the Company at a conversion price equal to the
lower of $0.04 or 60% of the lowest closing or bid price of the
Company’s common stock for the 20 trading days prior to, and
including, the date of the applicable conversion, subject to
adjustment. The Company has the option to prepay the First Note in
full until April 23, 2019 by paying amounts equal to 135% and 150%
of the First principal plus interest on the 90th and 180th day
following October 23, 2018, respectively. The First Note provides
the holder with purchase rights in the event the Company issues
convertible securities while the First Note is outstanding. The
holder of the First Note has price protection in the event the
Company subsequently issues securities on terms more favorable than
those to the First Investor. In connection with First Note, the
Company granted the First Investor piggyback
rights.
Second Promissory Note
On the
Effective Date the Company entered into a
securities purchase agreement with an investor (the “Second
Investor”), effective October 26, 2018, pursuant to which the
Company issued and sold the Second Investor a convertible
promissory note (the “Second Note”, collectively with
the First Note the “Notes”) in the aggregate principal
amount of $35,250 (the “Second
Principal”). The Second
Note matures on October 26, 2019. The Second Note bears interest at
12% per annum. Subject to beneficial
ownership limitations, the
Second Investor may elect to convert the Second Note into shares of
common stock of the Company at a conversion price equal to the
lower of (i) the lowest trading price of the Company’s common
stock for the 20 trading days prior to October 26, 2018, and (ii)
60% of the lowest price of the Company’s common stock for the
20 trading days prior to the date of the applicable conversion,
subject to adjustment. The Company has the option to prepay the
Second Note in full until April 26, 2019 by paying amounts equal to
135% and 150% of the Second principal plus interest on the 90th and
180th day following October 26, 2018, respectively. The Second Note
provides the holder with participation rights in the event the
Company issues convertible securities while the Second Note is
outstanding. The Company granted the Second Investor rights of
first refusal in the event of future offerings of the
Company’s securities.
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 Notes were sold in
transactions exempt from registration under section 4(a)(2) of the
Securities Act of 1933 and Rule 506(b) thereunder as transactions
not involving a public offering. The investors acquired the
securities for investment and without a view to distribution and
the Company reasonably believed the investors were accredited
investors.
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:
November 7,
2018
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/s/ Philip J.
Young
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Philip J.
Young
President
and Chief Executive Officer
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