Attached files
| file | filename |
|---|---|
| EX-17.1 - RESIGNATION LETTER - Exactus, Inc. | ex171.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): November 20, 2017
Exactus, Inc.
(Exact
name of small business issuer as specified in its
charter)
|
Nevada
|
27-1085858
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(IRS
Employer Identification No.)
|
|
4870 Sadler Rd,
Suite 300, Glen Allen, VA 23060
|
|
(Address of
principal executive offices)
|
|
(804)
205-5036
|
|
(Issuer’s
telephone number)
|
|
____________________________________________________________
(Former
name or former address, if changed since last report)
|
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 20, 2017, Krassen Dimitrov provided a notice dated
November 21, 2017 to Exactus, Inc. (the “Company”)
stating that he was resigning from the Board of Directors of the
Company (the “Board”), effective immediately. Dr.
Dimitrov indicated that his resignation from the Board was based on
the deteriorating relationship between the Company and Digital
Diagnostics, Pty. (“Digital Diagnostics”) over the
non-payment of fees owed by the Company pursuant to the licensing
agreement between the Company and Digital Diagnostics. Dr. Dimitrov
currently serves as the President of Digital Diagnostics, and the
Company has licensed the right to develop, produce and
commercialize certain diagnostic products, including the FibriLyzer
and MatriLyzer, utilizing certain intellectual property rights
owned or licensed by Digital Diagnostics. Dr. Dimitrov believes
that, in light of these concerns, his role as both a Director of
the Company and the President of Digital Diagnostics creates a
conflict of interest and has decided to focus his time and energy
on doing what is best for the shareholders of Digital
Diagnostics.
Dr.
Dimitrov also expressed his concerns about the direction and
management of the Company, particularly with respect to the use of
funds, the lack of progress on product development, and the
regulatory process with the FDA.
Although he
resigned from the Board, Dr. Dimitrov indicated that he is willing
to continue working with the Company.
The
Company provided Dr. Dimitrov with a copy of the disclosure
contained herein prior to its filing with the Securities and
Exchange Commission, and provided Dr. Dimitrov with the opportunity
to furnish the Company as promptly as possible with a letter
addressed to the Company stating whether or not he agrees with the
statements herein and, if not, stating the respects in which he
does not agree. If the Company receives such a letter from Dr.
Dimitrov, the Company will attach a copy of the letter as an
exhibit to an amendment to this Current Report on Form 8-K within
two business days after receipt by the Company.
A copy
of Dr. Dimitrov’s resignation letter is attached as Exhibit
17.1 to this report and is incorporated by reference into this Item
5.02.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Description
Resignation Letter
of Krassen Dimitrov, dated November 21, 2017.
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.
|
|
Exactus, Inc.
|
|
Dated:
November 24, 2017
|
/s/
Philip J. Young
|
|
|
Philip
J. Young
CEO
|
EXHIBIT INDEX
Exhibit
No.
Description
Resignation Letter
of Krassen Dimitrov, dated November 21, 2017.