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): June 24,
2020
EXACTUS, INC.
(Exact
name of the registrant as specified in its charter)
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 June 24,
2020, Kenneth Puzder resigned from his position as a member of our
Board of Directors. There were no known disagreements with Mr.
Puzder regarding any matter relating
to our operations, policies, or practices. Mr. Puzder will continue
to serve as our Chief Financial Officer.
Also
on June 24, 2020, our Interim CEO, Emiliano Aloi, was appointed to
serve as an additional member of our Board of
Directors.
Emiliano Aloi, age 46, has served as our
Interim Chief Executive Officer since April 24, 2020. He also
served as our President from March 11, 2019 through April 24, 2020
and has served as a member of our Advisory Board since January 9,
2019. Prior to joining Exactus Inc., Mr. Aloi co-founded Ceed2Med,
LLC (“C2M”) in 2018 a global sourcing and distribution
platform for industrial hemp and industrial hemp-derived products.
From January, 2017 to November, 2017, Mr. Aloi served as Vice
President and Director of Strategic Development for GenCanna
Global, Inc., where he initiated a go-to-market strategy, recruited
the commercial leadership team, developed compliance, executed
product launches, and advanced distribution in European markets. In
2016 Mr. Aloi achieved the first country-wide agricultural permit
for hemp cultivation in Uruguay. In addition, Mr. Aloi co-sponsored
research programs for Stevia and Aloe Vera extraction methods from
2010 to 2013 and participated in the insertion of Chia as a novel
crop in Paraguay in 2011. Mr. Aloi also co-developed the
agricultural solid biofuels program for Camargo Correas Cement
company, a Loma Negra subsidiary from 2009 to 2011.
Mr.
Aloi was a co-founder of C2M, our largest shareholder. For a
description of our transactions with C2M, please refer to our
Annual Report on Form 10-K filed May 22, 2020, under the heading
“Certain Relationships and Related Transactions, and Director
Independence.” Mr. Aloi will also continue to serve as our
Interim CEO.
Finally, also on
June 24, 2020, Alvaro Daniel Alberttis was appointed to serve as
our new Chief Operating Officer.
Alvaro Daniel Alberttis, age 43, has
served as a member of our Board of Directors since January 16,
2020. Mr. Alberttis is an entrepreneurial executive, advisor and
investor with over twenty years of experience across diverse
small-middle market businesses and nonprofit organizations. Since
2013, he has served as the Managing Director of Strategic
Philanthropy for The Kannico Agency, LLC. At the Kannico Agency,
Mr. Alberttis directs strategy and execution of the firm’s
global philanthropic consulting operations. In addition, Mr.
Alberttis is an experienced commercial banking executive, and has
served in a multitude of financial advisory positions for consumers
and corporations for over thirteen years. He began his commercial
banking career as a Senior Branch Manager with a staff of thirty
and transitioned into a Senior Commercial Banker advising clients
in all industries with a specialization in Government, Large
Nonprofit and Educational clients across the South East U.S. As a
commercial banker, Mr. Alberttis has served with JP Morgan Chase,
NA (2011-2017); PNC Bank NA (2007-2011); and TD Bank, NA
(2004-2007). Since 2013, he has also served as a Trustee of the
Quantum Foundation, a private philanthropic foundation focused
solely on supporting healthcare initiatives. Mr. Alberttis holds a
B.S. in Business Management from Lynn University (2010), and a
Master's Degree in Nonprofit Management from Florida Atlantic
University (2013).
Mr.
Alberttis will also continue to serve as a member of our Board of
Directors. Mr. Alberttis’ compensation and other employment
arrangements for his service as COO will be determined in the near
future.
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:
June 30, 2020
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By: /s/ Kenneth
Puzder
Kenneth
PuzderChief Financial
Officer
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