Attached files
| file | filename |
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| EX-99 - EXHIBIT 99.2 - Exactus, Inc. | ex99-2.htm |
| EX-99 - EXHIBIT 99.1 - 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): December 8,
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)).
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
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 3 – SECURITIES AND TRADING MARKETS
Item
3.02
Unregistered
Sales of Equity Securities
In our
Current Report on Form 8-K filed November 3, 2020, we reported that
we had issued shares of common stock to our Interim CEO and
Director, Emiliano Aloi, in exchange for a payment of $35,000. This
report was made in error. The funds advanced to the Company by Mr.
Aloi were intended as a loan to the Company. No shares of common
stock were authorized or issued to Mr. Aloi in connection with this
loan, and the loan is not convertible to shares of our common
stock. We anticipate that the specific terms of the loan will be
finalized and documented in the near future.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of CertainOfficers; Compensatory Arrangements of
Certain Officers
On
December 8, 2020, Emiliano Aloi resigned from his positions as our
Interim Chief Executive Officer and a member of our Board of
Directors, effective immediately. There were no known disagreements
with Mr. Aloi regarding any matter relating to our operations,
policies, or practices.
SECTION 7 - REGULATION FD
Item
7.01
Regulation
FD Disclosure
On December 10, 2020, we released the press release furnished
herewith as Exhibit 99.1, which discusses steps we are taking to
re-align our business structure and to explore additional strategic
options. The strategic options under review may include asset
disposals, re-financings, mergers, and or acquisitions. Also on
December 10, 2020, we released a presentation on our new Marketing
Automation & Sales System, which is a system designed to
automate workflow for the CBD industry and reduce required
headcount in sales and marketing departments. A copy of the
presentation is furnished herewith as Exhibit 99.2
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 Issued December 10, 2020
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Presentation Marketing Automation & Sales System
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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:
December 10, 2020
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By:
/s/ Kenneth
Puzder
Kenneth
Puzder
Chief
Financial Officer
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