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): January 6, 2017
Exactus, Inc.
(Exact
name of small business issuer as specified in its
charter)
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
3.02
Unregistered
Sales of Equity Securities.
On
January 6, 2017, Exactus, Inc. (the “Company”) entered
into an agreement with BioCapital Partners, LLC
(“BioCapital”) pursuant to which BioCapital will
provide general financial advisory and consulting services through
December 31, 2017. In consideration for those services, the Company
agreed to issue to BioCapital, on or about April 6, 2017, a warrant
to purchase the Company’s common stock equal to four percent
of the Company’s issued and outstanding capital stock on a
fully-diluted basis (the “Warrant”). The Warrant will
have an initial exercise price equal to the par value of the
Company’s common stock, or $0.0001 per share, subject to
certain customary anti-dilution reset adjustments. The Warrant may
be exercised by the holder at any time, in whole or in part, until
the fourth anniversary of the issuance date.
The
issuance and sale of the Warrant 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 Warrant, and has not offered
securities to the public in connection with such issuance and
sale.
In
addition, the Company previously sold 641,844 shares of its common
stock to IRTH Communications,
LLC (“IRTH”) pursuant to a services agreement with IRTH
pursuant to which IRTH agreed to perform certain investor
relations, financial communications, and strategic consulting
services. In partial consideration for those services, the Company
issued $100,000 of our common stock, or 141,844 shares, to IRTH on
November 18, 2016. On December 13, 2016, the Company issued an
additional 500,000 shares of common stock to IRTH pursuant to an
addendum to the services agreement and in consideration of certain
additional services, including telemarketing and investor outreach
services, to be provided by IRTH. The shares also were sold
pursuant to an exemption from the registration requirements of the
Securities Act in reliance on Section 4(a)(2) and Rule 506(b) of
Regulation D thereunder.
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:
January 12, 2017
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/s/ Philip J.
Young
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Philip
J. Young
CEO
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