UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 14,
2018
EXACTUS, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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000-55828
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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 Road, Suite 300, Glen Allen, Virginia
23060
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (804)
205-5036
N/A
(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))
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
1.01.
Entry
into a Material Definitive Agreement
Series D Preferred Stock
Exactus, Inc. (the
“Company”) has filed the Series D Certificate of
Designation with the Nevada Secretary of State to designate and offer
for sale 200 shares of the Company’s preferred stock as the
Series D Preferred Stock (the “Series D”) to
certain accredited investors, including affiliates of the Company
(collectively the “Investors”), with a maximum offering
amount of $2,200,000 (the
“Offering”).
Up to
200 shares of Series D are being offered at a purchase price of
$10,000 per share. The
Company is offering 70 shares of the 200 authorized Series D shares
as re-payment for outstanding obligations of the Company at an
effective re-payment price of $12,500 per share. To date the
Company has received $550,000 in connection with the Offering
including $50,000 in cash and $500,000 in debt re-payment. The
Company intends to use the proceeds from the Offering immediately
for general corporate purposes, including working
capital.
Pursuant to the
terms of the Series D Subscription Agreement, immediately following
the consummation of an offering of the Company’s Common Stock
for which the gross proceeds of the offering exceed $5,000,000 (a
“Qualified Offering”), each share of Series D
automatically converts into 200,000 shares of Common Stock (the
“Conversion Shares”). The Company agreed that within 45
days of a Qualified Offering the Company shall file a registration
statement with the SEC registering the Conversion Shares for resale
by the Investors.
MagnaSci Fund, L.P., Promissory Note
On
March 22, 2018, the Company entered into two note purchase
agreements (together “NPA”), under which the Company
issued MagnaSci Fund, L.P. (“MS”) two convertible
promissory notes (collectively the “Notes”) with a
total principal amount of $100,000. The Notes bear interest at a
rate of 5% per annum and will mature on February 1, 2023 (the
“Maturity Date”).
If a
Qualified Financing occurs prior to the Maturity Date, then the
outstanding principal balance of the Notes, together with all
accrued and unpaid interest thereon, shall be automatically
converted into a number of shares of the Company’s common
stock at $0.05 per Share. The Notes offers MS registration rights
wherein the Company agrees that within 45 days of a Qualified
Offering, prior to the Maturity Date, the Company shall file a
registration statement with the SEC registering for resale the
shares of Company’s common stock into which the Notes are
convertible.
Series B-2 Preferred Stock Warrants
On
March 14, 2018 (the “Warrant Date”), the Board of
Directors of the Company approved the issuance of up to 5,045,404
two-year Warrants to purchase shares of the Company’s Common
Stock to the holders of the Company’s Series B 2 Preferred
Stock (each a “B-2 Holder”). The Warrants are
exercisable at $0.05 per share. Each B-2 Holder shall be issued
Warrants to purchase 0.581 shares of Common Stock for each share of
Series B-2 Preferred Stock (the “Series B-2”) held by
the B-2 Holder.
On
March 20, 2018, the Company issued Warrants to purchase up to
3,486,000 shares of the Company’s Common Stock, to MS, who is
a B-2 Holder. The Company intends to issue an additional 1,559,404
Warrants to the B-2 Holders.
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information provided in Item 1.01 is incorporated herein by
reference.
Item
3.02.
Unregistered
Sales of Equity Securities.
The information disclosed in Item 1.01 and Item 2.03 is
incorporated herein by reference. The Series D, the Notes, and the
Warrants were sold in transactions exempt from registration under
Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b)
thereunder as transactions not involving a public offering. Each
investor acquired the Series D, the Notes, and the Warrants for
investment and without a view to distribution and the Company
reasonably believed the investors were accredited
investors.
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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Date: March 28,
2018
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Exactus, Inc.
By: /s/ Phillip J.
Young
Phillip J. Young
President and Chief Executive Officer
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