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): August 27,
2018
EXACTUS, INC.
(Exact
name of the registrant as specified in its charter)
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Nevada
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000-55828
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(State
or other jurisdiction of incorporation)
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(Commission File
Number)
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4870 Sadler Road, Suite 300, Glen Allen, Virginia
23060
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (804) 205-5036
_________________________________________
(Former
name or 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 as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
[ ]
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.
[
]
SECTION 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security
Holders
On
August 27, 2018, a majority of our shareholders acted by written
consent, in lieu of a meeting of shareholders, to take the
following actions:
1.
Re-appointment of
Philip J. Young and Timothy Ryan to the Board of
Directors;
2.
Adoption of our
2018 Equity Incentive Plan;
3.
Approval, on a
non-binding advisory basis, of the compensation of our Named
Executive Officers;
4.
Approval, on a
non-binding advisory basis, that future shareholder advisory votes
on executive compensation should be held every three years;
and
5.
Approval of an
amendment to our Articles of Incorporation to increase our
authorized shares from 250 million shares to 700 million shares and
to increase our authorized shares of Common Stock from 200 million
shares to 650 million shares;
The
consenting shareholders held 23,550,000 shares of Common Stock, or
approximately 61.93% of the outstanding shares of Common Stock of
the Company, 21.43% of the outstanding shares of the Series B-1
Preferred Stock of the Company, 5.8% of the outstanding shares of
the Series B-2 Preferred Stock of the Company, 100% of the
outstanding shares of the Series C Preferred Stock entitled to vote
of the Company, and 72.66 % of the outstanding shares of the Series
D Preferred Stock of the Company entitled to vote, which combined
constitutes 51.05% of the voting power of the Company.
SIGNATURES
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.
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Date: December 21,
2018
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EXACTUS, INC.
/s/ Philip J. Young
Philip J. Young
President and Chief Executive
Officer
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