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 29,
2020
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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27-1085858
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(State or other jurisdiction
of
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(Commission
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(IRS Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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 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 29,
2020, Lawrence J. Wert and Justin Viles were appointed to serve as
new member of our Board of Directors.
Larry Wert, age 63, has spent nearly 40 years in
broadcasting. He served as the President of Broadcast Media for
Tribune Media Company from 2013 through September of 2019. He was
responsible for overseeing the strategy and day-to-day activities
of Tribune Media Company’s forty-two owned or operated
television stations, their related websites, digital properties and
the company’s Chicago radio station WGN-AM. Wert currently
serves on the NAB TV Board of Directors and the CBS Board of
Governors. In 2017, he was named “Broadcaster of the
Year” by the Illinois Broadcaster’s Association. In
2018, under his leadership, Tribune Broadcasting was named
“Station Group of the Year” by Broadcasting and Cable.
Prior to his time at Tribune Media, Mr. Wert served from 1998 until
2013 as the President and General Manager of WMAQ-TV, the NBC owned
and operated station in Chicago. During his tenure there, he
expanded local news hours, launched the first street side studio in
the city and oversaw integration of WSNS-TV/Telemundo into the
station. Under his leadership, he brought key events to the station
including the Chicago Marathon and Chicago Auto Show. During his
time at NBC, Mr. Wert also had group responsibilities. He was named
president of NBC Local’s central and western regions in 2008,
overseeing NBC-owned stations in Los Angeles, San Francisco, San
Diego, Dallas and Chicago. In September, 2011, he became executive
vice president of station initiatives for all ten NBC-owned
stations. Mr. Wert started his career at Leo Burnett Advertising in
Chicago in 1978, and moved on to television sales with ABC, working
in Los Angeles, New York and Chicago, where he became local sales
manager at WLS-Ch. 7. In 1989, Mr. Wert shifted to radio as
president and general manager of WLUP-97.9 FM and AM 1000 in
Chicago, better known as “The Loop.” In 1996, he was
named president of Evergreen Media. When it merged with Chancellor
Broadcasting he became senior vice president of Chancellor,
overseeing 13 radio properties.
Mr.
Wert is very involved in the community and recently finalized his
term as Chairman of the Museum of Broadcast Communications in
Chicago. Currently, he serves on the Board of Directors for several
charities, including the Children’s Brittle Bone Foundation,
Catholic Charities, the Chicagoland Chamber of Commerce and the 100
Club. He is a member of the Governing Board of Gilda’s Club
of Chicago, an advisor the Chicago Chapter of Make-A-Wish
Foundation and an honorary board member of RAINBOWS, an
organization that helps children cope with loss. In 2018, he was
inducted into the Chicago Catholic League Hall of Fame. Mr. Wert
also sits on Board of Trustees for Fenwick High School in Oak Park,
Ill. Mr. Wert holds a BA degree in Journalism from the University
of Wisconsin, Madison.
Mr.
Wert has not had any material direct or indirect interest in any of
our transactions or proposed transactions over the last two years.
Under the definition of independence set forth in Rule 4200(a)(15)
of The NASDAQ Stock Market, Inc., Mr. Wert is an independent
director.
In
connection with his appointment to the Board, Mr. Wert was awarded
526,316 shares of our common stock under the 2019 Equity Incentive
Plan. These shares vest
1/24th on
the date of grant, and 1/24th for each month
thereafter.
Justin A. Viles, age
48, is the Chief
Innovation Officer of Rokt, a leading e-commerce marketing
technology company he founded in March of 2010. Prior to serving as
Chief Innovation Officer, Mr. Viles served as CEO of Rokt from
March of 2010 until January of 2013. From February of 2003 until
March of 2009, he was Head of Content Acquisition for Australia and
New Zealand at Google / YouTube. Mr. Viles studied tourism at
Southern Cross University.
Mr.
Viles has not had any material direct or indirect interest in any
of our transactions or proposed transactions over the last two
years. Under the definition of independence set forth in Rule
4200(a)(15) of The NASDAQ Stock Market, Inc., Mr. Viles is an
independent director.
In
connection with his appointment to the Board, Mr. Viles was awarded
526,316 shares of our common stock under the 2019 Equity Incentive
Plan. These shares vest
1/24th on
the date of grant, and 1/24th for each month
thereafter.
SECTION 8 – OTHER EVENTS
Item
8.01 Other Events
Also on
April 29, 2020, our Board of Directors appointed Mark R. Alouf to serve as a member of
our Advisory Board. Mr. Alouf was a founder and COO of P1
Technologies, an IT consulting firm focusing on the Southern
California market, from 2009 to 2018. Mr. Alouf served as a Data
Domain Account Manager from 2006 to 2008, a Unisys Account Manager
from 2004 to 2006, and an EMC Account Manager from 2003 to 2004. In
these positions, he was responsible for new customer acquisitions,
working closely with networks of channel partners, developing
account strategies, and overseeing implementation of customer
solutions. From 2000 to 2002, he served as Business Development
Manager for NQL, Inc. From 1995 to 200, he served as a Sales
Specialist with IBM. Mr. Malouf earned a B.S. from East Carolina
University.
In
connection with his appointment to our Advisory Board, Mr. Malouf
was awarded 263,158 shares of our common stock under the 2019
Equity Incentive Plan. These shares vest
1/24th on
the date of grant, and 1/24th for each month
thereafter.
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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EXACTUS, INC.
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Date:
May 5, 2020
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By: /s/ Kenneth
Puzder
Kenneth
PuzderChief Financial
Officer
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