Attached files
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): October 13, 2016
Exactus, Inc.
(Exact
name of small business issuer as specified in its
charter)
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Nevada
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27-1085858
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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4870 Sadler Rd,
Suite 300, Glen Allen, VA 23060
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(Address
of principal executive offices)
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(804)
205-5036
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(Issuer’s
telephone number)
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____________________________________________________________
(Former
name or former address, if changed since last report)
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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))
Item
1.01
Entry
Into a Material Definitive Agreement
On
October 27, 2016, Exactus, Inc. (the “Company”) entered into a
subscription agreement (the “Subscription Agreement”)
with MagnaSci Fund LP (the “Subscriber”), for the
sale of 6,000,000 shares of the Company’s Series B-2
Preferred Stock (the “Shares”) in a private
placement (the “Private Placement”). The
gross proceeds to the Company from the Private Placement were
$1,500,000. In addition, the Company and the Subscriber entered
into a leak-out agreement (the “Leak-Out Agreement”)
dated October 13, 2016 pursuant to which the Subscriber agreed to
certain trading restrictions with respect to its holding of the
Shares. The foregoing description of the Leak-Out Agreement is
qualified in its entirety by reference to the Leak-Out Agreement, a
copy of which is filed as Exhibit 4.1 to this report and
incorporated herein by reference.
Item
3.02
Unregistered
Sales of Equity Securities
On
October 27, 2016, pursuant to the Subscription Agreement, the terms
of which are summarized in Item 1.01 herein and incorporated by
reference to this Item 3.02, the Company closed the Private
Placement of the Shares. The issuance and sale of the Shares is
exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
promulgated thereunder. The Company has not engaged in general
solicitation or advertising with regard to the issuance and sale of
the Shares, and has not offered securities to the public in
connection with such issuance and sale. The Subscriber represented
to the Company that it is an “accredited investor” as
defined in Rule 501 of the Securities Act.
Item
5.03
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective
October 13, 2016, the Company amended the Certificate of
Designation (the “Certificate of
Amendment”) for its Series B-2 Preferred Stock to
increase the number of shares of the Series B-2 Preferred Stock
from 6,000,000 to 10,000,000 shares. There were no other changes to
the terms of the Company’s Series B-2 Preferred Stock. The
foregoing description of the Certificate of Amendment is qualified
in its entirety by reference to the Certificate of Amendment, a
copy of which is filed as Exhibit 3.1 to this report and
incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Amendment to Certificate of Designation After Issuance of Class or
Series.
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4.1
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Leak-Out Agreement dated October 13, 2016 between Exactus, Inc. and
MagnaSci Fund LP.
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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.
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Exactus, Inc.
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Dated:
November 1, 2016
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/s/ Philip J.
Young
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Philip
J. Young
CEO
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Amendment to
Certificate of Designation After Issuance of Class or
Series.
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4.1
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Leak-Out Agreement
dated October 13, 2016 between Exactus, Inc. and MagnaSci Fund
LP.
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