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 19, 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))
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
3.02
Unregistered
Sales of Equity Securities.
On October 19, 2017,
Exactus, Inc. (the “Company”) issued 1,500,000 shares
of its common stock to IRTH Communications, LLC
(“IRTH”) pursuant to an addendum to the services
agreement with IRTH in consideration of certain additional
services, including telemarketing and investor outreach services,
to be provided by IRTH. The shares were sold in a private
placement pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”), in reliance on Section 4(a)(2)
thereof.
In
addition, as disclosed in the Current Report on Form 8-K filed by
the Company on October 11, 2017, on September 27, 2017, the Company
issued an 8% convertible promissory note in an aggregate principal
amount of $27,500 (the “Note”) to Morningview
Financial, LLC. The Note will be convertible into shares of the
Company’s common stock based on a conversion price that will
be the lesser of (i) $0.25 and (ii) 60% of the average of the three
lowest trading prices of the Company’s common stock during
the twenty-day trading period prior to the conversion. The
conversion price for the Note is subject to further adjustment upon
certain events specified in the terms of the Note. The Note was
sold in a private placement pursuant to an exemption from the
registration requirements of the Securities Act in reliance on
Section 4(a)(2) thereof.
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:
October 25, 2017
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/s/ Philip
J. Young
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Philip
J. Young
CEO
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