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): July 16,
2018
EXACTUS, INC.
(Exact Name of Registrant as Specified in Charter)
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 1.02
Termination of a Material Definitive
Agreement
On July 16, 2018, Exactas, Inc. (the “Company”)
received Notice from Digital Diagnostics, Inc. (the
“Licensor”) of the Licensor’s intent to terminate
the Amended and Restated License and Collaboration Agreement (the
“Agreement”), originally dated January 19, 2016, by and
between the Company and the Licensor. The Company disputes the
validity of the Notice and maintains that the Agreement is in full
force and effect until January 19, 2019 (the “Expiration
Date”) and that the Company’s maintains the right to
use the license and intellectual property granted to the Company
under the Agreement until the Expiration Date. The Company has
retained counsel to represent the Company with regard to the
enforceability of the Agreement and related matters arising from
the Notice and is in compliance with the Dispute Resolution and
arbitration provisions of the Agreement.
For
further information, investors should review the Company’s
Form 10-K filed on April 2, 2018, and the Agreement, which is
incorporated by reference as Exhibits 10.1 herein and was filed as
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q
for the period ended June 30, 2016.
Item 9.01
Financial Statements and Exhibits.
Exhibit
No.
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Exhibit
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Amended and Restated Collaboration and License Agreement dated
August 18, 2016 (incorporated by reference from Exhibit 10.2
to the Company’s Quarterly
Report on Form 10-Q for the period ended June 30,
2016).
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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.
Date: July 20, 2018
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Exactus, Inc.
By: /s/ Phillip J.
Young
Phillip J. Young
President and Chief Executive Officer
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