Attached files
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| EX-10.1 - PROMISSORY NOTE - Exactus, Inc. | ex10-1.htm |
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 28, 2017
Exactus, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-183360
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27-1085858
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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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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(Registrant’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 June
28, 2017, Exactus, Inc. (the “Company”) issued to two
of the Company’s executive officers, Timothy Ryan and Philip
J. Young, a promissory note (the “Promissory Note”) in
the principal amount of $100,000, which amount may be drawn upon by
the Company as bridge financing for general working capital
purposes. The Promissory Note accrues interest at a rate of 8.0%
per annum and matures on the earlier of (i) one (1) year from the
date of the Promissory Note, and (ii) the closing the sale of the
Company’s securities in a single transaction or a series of
related transactions from which at least $500,000 of gross proceeds
are raised.
The
description of the Promissory Note as set forth above is qualified
in its entirety by reference to the full Promissory Note, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference into this Item 1.01.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made
to the disclosure set forth under Item 1.01 of this Current Report
on Form 8-K, which disclosure is 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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10.1
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Promissory
Note issued by Exactus, Inc. to Timothy Ryan and Philip J. Young,
dated June 28, 2017.
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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:
June 28, 2017
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/s/
Philip J. Young
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Philip
J. Young
President
and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Promissory
Note issued by Exactus, Inc. to Timothy Ryan and Philip J. Young,
dated June 28, 2017.
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