Current Report Filing (8-k)
July 06 2018 - 5:08PM
Edgar (US Regulatory)
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): June 29,
2018
EXACTUS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
|
000-55828
|
27-1085858
|
(State or Other Jurisdiction
of
Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification
No.)
|
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
June Promissory Note
On June 29, 2018,
(the “June Effective Date”) Exactus, Inc., a Nevada
corporation (the “Company”),
entered into a
securities purchase agreement with an investor (the “June
Investor”) pursuant to which the Company issued and sold the
June Investor a convertible promissory note (the “June
Note”) in the aggregate principal amount of $60,000 (the
“June Principal”)
.
The June Note matures on June 29, 2019. The June Note bears
interest at 12% per annum, to be paid in shares of the
Company’s common stock.
Beginning
December 29, 2018, the June Investor may elect to convert the June
Note into shares of common stock of the Company at a conversion
price equal to 50% of the lowest price of the Company’s
common stock for the 20 days prior to, and including, the date of
the applicable conversion, subject to adjustment. The June Investor
may cause the Company to redeem the June Note in the event of
certain triggering events including the transfer or sale of all of
the Company’s assets, reorganization, or merger. The Company
may prepay the June Note until the 180th day after the June
Effective Date subject to the prepayment amount being 135% of the
June Principal for the first 60 days, 145% of the June Principal
from the 61st day until the 120th day, and 150% of the June
Principal from the 120th day until the 180th
day.
July Promissory Note
On July 3, 2018,
(the “July Effective Date”) the Company,
entered into a
securities purchase agreement with an investor (the “July
Investor”) pursuant to which the Company agreed to issue the
July Investor two convertible promissory notes (the “July
Notes”), each for a principal amount of $30,000, for an
aggregate principal amount of $60,000 (the
“Principal”)
. On
the July Effective Date the Company issued the July Investor the
July Notes, in the principal amount of $60,000, and received
$28,000 from the July Investor. In connection with the issuance of
one of the July Notes (the “Second Note”) the July
Investor issued the Company a $30,000 promissory note (the
“Buyer Note”). The July Notes mature on July 3, 2019.
The July Notes bears interest at 12% per annum, to be paid in
shares of the Company’s common stock.
The
July Investor may elect to convert the July Notes into shares of
common stock of the Company at a conversion price equal to 50% of
the lowest price of the Company’s common stock for the 20
days prior to, and including, the date of the applicable
conversion, subject to adjustment. Provided that the July Investor
may not convert any of the Second Note until the July Investor has
paid off the balance of the Buyer Note to the Company, less $2,000
in legal fees incurred by the July Investor. The July Investor may
redeem the July Notes in the event of certain triggering events
including the transfer or sale of all of the Company’s
assets, reorganization, or merger. The Company may prepay until the
180th day after the July Effective Date subject to the prepayment
amount being 135% of the Principal for the first 60 days, 145% of
the principal from the 61st day until the 120th day, and 150% of
the principal from the 120th day until the 180th
day.
Series D Preferred Stock
On
July 5, 2018, the Company’s Executive Vice President and
director, Mr. Timothy Ryan, entered into a subscription agreement
(the “Series D Subscription Agreement”) to purchase 16
shares of Company’s Series D Preferred Stock (the
“Series D”). The Company agreed to issue Mr. Ryan the
Series D shares in exchange for the forgiveness of $200,000 worth
of accrued debt owed to Mr. Ryan by the Company. Pursuant to the
terms of the Series D Subscription Agreement, immediately following
the consummation of an offering of the Company’s common stock
for which the gross proceeds of the offering exceed $5,000,000 (a
“Qualified Offering”), each share of Series D
automatically converts into 200,000 shares of Common Stock (the
“Conversion Shares”). The Company agreed that within 45
days of a Qualified Offering the Company shall file a registration
statement with the SEC registering the Conversion Shares for
resale. At any time, each share of Series D can be converted into
200,000 Conversion Shares.
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 securities 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.
Date:
July 6, 2018
|
Exactus, Inc.
By:
/s/ Phillip J.
Young
Phillip J. Young
President and Chief Executive Officer
|