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): April 24,
2020
EXACTUS, INC.
(Exact
name of the registrant as specified in its charter)
|
Nevada
|
000-55828
|
27-1085858
|
|
(State or other
jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification
No.)
|
80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (561) 455-4822
_____________________________________________________________________
(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 1 – REGISTRANT’S BUSINESS AND
OPERATIONS
Item
1.01
Entry
Into a Material Definitive Agreement
The
disclosures set forth in Item 5.02, below, regarding our Employment
Agreement with Derek Du Chesne are incorporated herein by
reference.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Effective April 24,
2020, Derek Du Chesne accepted his appointment to the additional
positions of President and a member of our Board of Directors. As
previously disclosed in our Current Report on Form 8-K/A filed
March 17, 2020, Mr. Du Chesne was appointed to these additional
positions on March 5, 2020, pending his acceptance of the
appointments. Following Mr. Du Chesne’s acceptance of these
appointments on April 24, 2020, Emiliano Aloi, who has served as
our President and Interim Chief Executive Officer, will continue to
serve as Interim Chief Executive Officer going
forward.
Derek Du Chesne, age
32, has served as our
Chief Growth Officer since February of 2020. Mr. Du Chesne has been
the Chief Growth Officer for EcoGen Laboratories, a
vertically-integrated manufacturer and supplier of hemp-derived
specialty ingredients. Mr. Du Chesne is a brand management
professional who has a proven track record of
success through concept, development, and launch, building
iconic brands by orchestrating successful campaign deployment on
both a global and regional scale. He is a strategic leader
who has repeatedly led teams to maximize performance in order to
achieve stakeholders’ goals on time and in full. Prior
to serving at EcoGen, Mr. Du Chesne served as CEO and co-founder
at Healing Ventures, a full-service marketing and supply
chain management firm dedicated to servicing the hemp
industry. Earlier in his career Mr. Du Chesne served as Chief
Marketing Officer of Klique, Inc., a group dating platform created
to help curb sexual assaults on campuses. Previously Derek
was known as a film/television producer and actor, working with
Bruce Willis, Robert DeNiro, and a multitude of prominent film
makers.
Prior
to his employment with Exactus, Inc., Mr. Du Chesne has not had any
material direct or indirect interest in any of our transactions or
proposed transactions over the last two years.
Mr. Du
Chesne serves under the terms of an Employment Agreement dated
February 18, 2020, as previously disclosed in our Current Report on
Form 8-K filed with the Securities and Exchange Commission on
February 20, 2020. In connection with acceptance of his appointment
to the position of President, Mr. Du Chesne will receive 1 million
shares of restricted common stock, and the exercise price of 1
million previously awarded options will be reduced to 90% of the
market price of such shares.
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.
|
|
EXACTUS, INC.
|
|
|
|
|
Date: April 29,
2020
|
By: /s/
Kenneth
Puzder
Kenneth Puzder
Chief Financial Officer
|