Current Report Filing (8-k)
May 26 2020 - 1:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
May 20, 2020
Celexus, Inc.
(Exact name of registrant as specified in its
charter)
Nevada
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000-52069
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98-0466350
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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4695 Chabot Drive, Suite 200
Pleasanton, CA 94588
(Address of principal executive offices)
Phone: (702) 747-7305
(Registrant’s telephone number)
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))
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Indicate by check mark whether the registrant is an emerging
growth company 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 o
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. o
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 1.02 Termination of a Material Definitive Agreement.
On February
19, 2020, Celexus, Inc., a Nevada Company (the “Company”) and Hempwave, Inc. a company wholly-owned by our President,
Lisa Averbuch, entered into an Exchange Agreement (“Exchange Agreement”); wherein the Company agreed to acquire 100%
of Hempave, Inc. for $13,000,000 in shares of the Company.
On December 30, 2019, the
Company and Hempwave announced their intentions to replace the Exchange Agreement with Hempwave and restructure that Exchange Agreement
into a stock purchase of the Company’s controlling shares from our President, Ms. Averbuch and set the record date of the
completion of the stock purchase (“Stock Purchase Agreement”) to an estimated date of May 31, 2020 or sooner.
On May 20,
2020, the Company and Hempwave, Inc., due to economic conditions and material changes to the Company, the Company and Hempwave,
have decided to terminate the discussions in regard to the Stock Purchase Agreement by and between the Companies.
Item 9.01 - Financial Statements And Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Celexus, Inc.
Date: May 26, 2020
By:/s/ Lisa Averbuch
Lisa Averbuch
President & CEO
Celexus (CE) (USOTC:CXUS)
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