Attached files
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| EX-99.1 - PRESS RELEASE - Exactus, Inc. | ex99-1.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 11,
2020
EXACTUS, INC.
(Exact
name of the registrant as specified in its 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
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(Commission
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(IRS Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (561)
455-4822
_____________________________________________________________________
(Former
name or 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 as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
[ ]
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.
[
]
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Effective June 11,
2020, Julian Pittam was appointed to serve as a new member of our
Board of Directors.
Julian Pittam, age 51, is an experienced advisor to
start-up and fast-growing companies. From March 2019 to the
present, Mr. Pittam has been a non-executive Director of Urban
Markets Ltd., a company producing financial technology for the
residential property market. From December 2018 to March 2019, he
was a non-executive director of TCOC Ltd., a CBD wholesaler. From
March 2017 to January 2019, Mr. Pittam served as a non-executive
Director of Certua Ltd. a software-as-a-service firm focused on
financial technology and artificial intelligence. From January 2008
to September 2018 he was a Member of The Invicta Film Partnership,
a film finance firm. From February 2014 to February 2018, Mr.
Pittam was a non-executive Director of We Are Infinite Ltd., an
advertising technology firm. From March 2013 to March 2017, he was
a non-executive Director of Disciple Media Ltd., a creator of
Google and Apple-based apps for communities. From May 2015 to July
of 2016, Mr. Pittam was the Managing Director for Europe and Asia
for Enso Financial Management Ltd., a firm focused on balance sheet
and funding optimization for hedge funds.
Mr.
Pittam has not had any material direct or indirect interest in any
of our transactions or proposed transactions over the last two
years. Under the definition of independence set forth in Rule
4200(a)(15) of The NASDAQ Stock Market, Inc., Mr. Pittam is an
independent director.
In
connection with his appointment to the Board, Mr. Pittam was
awarded 1,000,000 shares of our common stock under the 2019 Equity
Incentive Plan. These shares vest 1/24th on the date of
grant, and 1/24th for each month
thereafter.
Also
effective June 11, 2020, Bobby Yampolsky resigned from his
positions as a Director and Chairman of the Board in order to
pursue other business ventures. There were no known disagreements
with Mr. Yampolsky regarding any
matter relating to our operations, policies, or
practices.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
On
June 15, 2020, we released the press release furnished herewith as
Exhibit 99.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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Press
Release
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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 behalf of the
undersigned hereunto duly authorized.
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EXACTUS, INC.
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Date:
June 16, 2020
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By: /s/ Kenneth
Puzder
Kenneth
PuzderChief Financial
Officer
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