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): October 21, 2019
 
 
EXACTUS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-38190
 
27-1085858
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
80 NE 4th Avenue, Suite 28
 Delray Beach, FL 33483
(Address of principal executive offices (zip code))
 
(804) 205-5036
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading symbol(s)
 
Name of exchange on which registered
N/A
 
N/A
 
N/A
 
 
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):
 
☐
 
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 (§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. ☐
 
 

 
 
 
 
Item 1.01
Entry into a Material Definitive Agreement.
 
Item 3.02 
Unregistered Sales of Equity Securities.
 
Amendment to Operating Agreement of Exactus One World, LLC
 
On October 23, 2019, the Amended and Restated Operating Agreement (the “Operating Agreement”) of Exactus One World, LLC (“EOW”) was amended (the “First Amendment”). Under the terms of the First Amendment, the minority members of EOW conveyed their 49.9% membership interest and rights to distributions related to the current 2019 hemp crop underway to Exactus, Inc. (the “Company”). As a result, the Company acquired the right to receive 100% of the distributions of net profit from the 2019 hemp crop on approximately 225 acres of farmland currently growing in Oregon. Since March 2019, the Company has owned 50.1% of the limited liability membership interests in EOW. In addition, the members amended the payment schedule under which farm costs are required to be made by the Company. As consideration for the amendment, the Company agreed to issue 1,223,320 shares of its common stock, par value $0.0001 per share, to the minority members of EOW.
 
The shares of common stock sold and issued as stated in the paragraph above were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws.
 
The foregoing description of the terms of the First Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the First Amendment, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.
 
Amendment to Management and Services Agreement
 
On October 23, 2019, the Company, Ceed2Med, LLC (“C2M”), Vladislav Yampolsky, Jamie Goldstein, and Emiliano Aloi entered into the Amendment (the “MSA Amendment”), effective March 1, 2019, to the Management and Services Agreement (the “MSA”) previously entered by the parties and previously filed as Exhibit 10.2 to the Company’s Current Report on 8-K filed with the SEC August 1, 2019. C2M, Vladislav Yampolsky and Emiliano Aloi are directors or officers of the Company and are considered affiliates of the Company. The MSA Amendment extended the termination date of the MSA to December 31, 2024 and expanded the scope of services to be provided by C2M to the Company. The MSA Amendment was approved by a majority of the disinterested directors of the Company.
 
The foregoing description of the terms of the MSA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the MSA Amendment, a copy of which is filed as Exhibit 10.2 and is incorporated herein by reference.
 
Promissory Note
 
During October 2019, the Company entered into two short-term promissory notes (the “Notes”) for a total of $85,000. $50,000 of the Notes were subscribed by Andrew Young, an officer of the Company. The Notes become due and payable 2 weeks following the issuance date and bear interest at a rate of twelve (12%) percent per annum prior to the maturity date, and eighteen (18%) per annum if unpaid following the maturity date. The Notes are unsecured obligations of the Company. In addition, the Notes carry a 10% original issue discount.
 
The foregoing description of the terms of the Notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Form of 12% Promissory Note which is filed as Exhibit 10.3 is incorporated herein by reference.
 
Item 7.01
Regulation FD.
 
On October 24, 2019, we released the press release furnished herewith as Exhibit 99.1.
 
Item 9.01
Financial Statements and Exhibits.

 
 Exhibits
 10.1
 First Amendment to Operating Agreement of Exactus One World, LLC, dated October 23, 2019*
 10.2
 Amendment to Management and Services Agreement, dated October 23, 2019*
 10.3
 Form of 12% Promissory Note*
 99.1
 Press Release, issued October 24, 2019*
 
* Filed herewith
 
 
 
 
 
SIGNATURE
 
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: October 24, 2019
EXACTUS, INC.
 
 
 
By: 
/s/ Ken Puzder
 
 
Name:

Ken Puzder
 
 
Title:
 
Chief Financial Officer
 
 
 

 
 
  Exhibit 10.1
 
FIRST AMENDMENT TO
OPERATING AGREEMENT
OF
EXACTUS ONE WORLD, LLC
 
October 23, 2019
 
 
This First Amendment (this “Amendment”) to the Amended and Restated Operating Agreement of Exactus One World, LLC, an Oregon limited liability company (the “Company”) is made on the date set forth above (the “Effective Date”), by the Company and its members set forth in as set forth in the signature pages hereto (collectively, the “Members”).
 
Recitals:
 
WHEREAS, the Amended and Restated Operating Agreement of the Company was made and entered into effective as of March 1, 2019 (the “Operating Agreement”);
 
WHEREAS, on March 11, 2019 the Company’s board of directors approved the acquisition of a 50.1% limited liability membership interest in the Company pursuant to a subscription agreement (the “Subscription”) and a Membership Interest Purchase Agreement (the “Purchase Agreement”);
 
WHEREAS, the membership interests owned by the Members are as set forth on Exhibit A-3 attached hereto; and
 
WHEREAS, the Members desire to: (A) acknowledge amounts paid for Subscriptions, and pursuant to the Membership Agreement; (B) amend the balances and due dates for payment remaining and unpaid under the Subscription and Purchase Agreement; and (C) amend Sections 5.02(a) and 5.02(b) of the Operating Agreement with respect to the proceeds of the harvest of the Company’s crop yields in or following the calendar year December 31, 2019, regardless of when paid;
 
NOW, THEREFORE, the Members hereby agree to amend the Operating Agreement as follows:
 
1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference. All initial capitalized terms and other terms not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement, Subscription Agreement and Purchase Agreement, as the case may be.
 
2. Membership Interests. The parties agree and confirm the membership percentage interests of the Members is as set forth on Exhibit A-3 attached hereto, subject to the amendments to Section 5.02 of the Operating Agreement as set forth below.
 
 
 
-1-
 
 
 
3. Distributions. Section 5.02(a) shall be amended to add the following provision:
 
Notwithstanding anything to the contrary herein, Exhibit A is hereby amended solely with respect to Distributable Cash, regardless of when made, arising from the Company’s 2019 Crop (as defined below) which shall be paid 100% to Exactus, Inc. (“Parent”) and 0% to the PMW Members (as defined below). Thereafter, Distributable Cash shall continue as set forth in Section 5.02(a) with respect to Distributable Cash payable from all sources other than the 2019 Crop. As used herein, the “2019 Crop” shall mean the yield resulting from all plants germinated during the calendar year ending December 31, 2019 and any and all flower, biomass, extraction processes, byproducts, seeds, work in process, finished product, and similar materials, wheresoever located and whenever created. Adam Popejoy, Shea Thomas McInvale and Robert White (the foregoing collectively referred to as the “PMW Members”), acknowledge and agree that each waives any and all right to receive any pro-rata share or distribution percentage or to participate in any manner whatsoever, to the extent of their respective Percentage Interests, of Distributable Cash arising from the 2019 Crop (“Distribution Waiver”). In exchange for the Distribution Waiver, Parent will deliver 1,223,320 shares of common stock, par value $0.0001 per share, to PMW Members to be allocated amongst them in accordance with their respective Percentage Interest as set forth in Exhibit A-3 to the First Amendment to the Agreement.
 
Section 5.02(b) shall be amended to add the following:
 
Property of the Company from the 2019 Crop may be distributed in kind to Parent, in whole or in part, and may be pledged, sold or assigned by Parent in connection with any financing, loan, borrowing or investment of Parent, without the consent of the PMW Members.
 
4. The Members hereby acknowledge and agree that as of the date hereof, Parent has paid the total amount of $3,415,990 consisting of $2,365,990 for the Subscription and $1,050,000 for the Purchase Agreement. Section a of the Subscription and Section 3 of the Purchase Agreement are deleted in their entirety and replaced with the following: Exactus, Inc. agrees to pay the additional sums of $334,010 on or before October 23, 2019 under the Subscription and the sum of $450,000 on or before October 31, 2019 under the purchase Agreement to be allocated amongst certain of the PMW Members as follows:
 
 
Membership
% of 49.9
 $ Amount 
Shea McInvale
19.95%
39.98%
 $ 225,000.00
Adam Popejoy
19.95%
39.98%
 $ 225,000.00
 
 
 
 $ 450,000.00
 
 
 

 
-2-
 
 
 
5. Additional Covenants Related to the 2019 Crop. The PMW Members shall cooperate in all respects to promptly provide to and at the direction of Parent at its offices in Delray Beach, Florida, laboratory testing facilities as directed and to prospective customers samples reasonably requested from time to time. The PMW Members shall be responsible to secure the 2019 Crop and deliver and cause to be delivered to Parent or its clients, processors, warehouses and customers, upon request, and shall use its reasonable best efforts to finish preparation for Parent 100% of the volume of the 2019 Crop in no event later than December 31, 2019. Parent shall have the right, and the PMW Members shall fully cooperate, to audit and inspect the 2019 (and later) Yields for quality and quantity to the satisfaction of Parent in its sole discretion.
 
6. Except as stated in this Amendment, all other viable and applicable provisions of the Operating Agreement shall remain unchanged and continue in full force and effect.
 
7. The Members hereby ratify and confirm the Operating Agreement, as amended hereby, and agree that the Operating Agreement, as amended hereby, shall bind and inure to the benefit of the Members, and their respective successors, assigns and representatives.
 
8. This Amendment may be signed by facsimile and other electronically scanned signatures shall constitute original signatures for all purposes of these resolutions and a facsimile or an electronically scanned copy of these resolutions shall be deemed an original and any person may rely upon a facsimile or an electronically scanned copy of these resolutions in determining the validity of the actions taken by the Members hereunder.
 
9. The undersigned hereby direct that a copy of this Amendment be filed with the minutes of the proceedings of the Company and that this Amendment shall also be attached to the Operating Agreement of the Company.
 
ACKNOWLEDGED AND AGREED TO AS OF THE DATE SET FORTH ABOVE:
 
 
 
COMPANY:
 
 
EXACTUS ONE WORLD, LLC
 
 
 
By 
Name: /s/ Shea Thomas McInvale
Title: Manager
 
 
 
 
MEMBERS:
 
EXACTUS, INC.
 
By: /s/ Emiliano Aloi
Emiliano Aloi, CEO
 
/s/ Adam Popejoy
Adam Popejoy
 
/s/ Shea Thomas McInvale
Shea Thomas McInvale
 
/s/ Robert White
Robert White
 
 
 
 
 
 

 

 
-3-
 
 
EXHIBIT A-3
 
LIST OF MEMBERS
 
Member’s Name and Address:
Percentage Interest
Exactus Inc.
80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483
50.1%
Adam Popejoy
2806 34th Street, Suite 11Lubbock, Texas 79410
19.95%
 
Shea Thomas McInvale
2366 Galls Creek RoadGoldhill, Oregon 97525
19.95%
 
Robert White
119 Smith Sawyer RdCave Junction, Oregon 97523
10.0%
 
 
 
 
 

 

 
    Exhibit 10.2
 
AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT
 
This AMENDEDMENT TO MANAGEMENT AND SERVICES AGREEMENT (this "Agreement") is made as of October 23, 2019, effective as of March 1, 2019, by and between Exactus, Inc. (the "Company"), a Nevada corporation, Ceed2Med, LLC (“C2M”), a Florida limited liability company, Vladislav Yampolsky (“Yampolsky”), Jamie Goldstein (“Goldstein”) and Emiliano Aloi (“Aloi”, and together with the Company, C2M, Yampolsky and Goldstein, the “Parties”)).
 
RECITALS
 
WHEREAS, the Parties entered into the Management and Services Agreement on July 31, 2019 (the “Original Agreement”), and desire to amend the Original Agreement;
 
WHEREAS, the Parties believe that it is in their mutual best interests to amend the Original Agreement in order to avoid any ambiguities and to reflect the Parties agreement and as such are entering into this Amended and Restated Agreement and Plan of Merger;
 
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
 
1.
Section 2 is hereby amended by adding the following project management and operational support services:
 
Oversee all flower, trim, drying, storage and shipping.
 
Arrange white label manufacture and production services.
 
Interface with law enforcement for regulatory compliance.
 
If required, handle shipping and waybills, including under any licenses or permits issued to C2M and submit applications for licenses and permits if required by the Company.
 
Negotiate with the minority owners an amendment to the Operating Agreement of EOW for distribution and allocation to provide for up to 100% (from 50.1%) of the results of operations of the 2019 harvest to enure to the benefit of the Company by amendment of the payments schedule and distribution provisions curing and waiving any defaults or potential defaults.
 
2.
Section 4 of the Original Agreement is hereby amended as follows:
 
“Vesting Condition” 2 is hereby deleted and replaced with the following;
 
2) C2M shall have taken steps to prepare for manufacture and delivery of product against Purchase Order No. 001 (not less than $150,000 of which will be delivered on or prior to June 30, 2019 and 90% of which will be delivered on or prior to December 31, 2019).
 
3.
Section 7 of the Original Agreement is hereby amended by deleting December 31, 2019 and replaced with December 31, 2024.
 
4.
Except as otherwise set forth herein, the terms and provisions of the Original Agreement shall remain in full force and effect.
 
 
IN WITNESS WHEREOF, the parties have executed this Management Agreement as of the date first above written. Signed this 23 day of October 2019.
 
 
EXACTUS, INC.
 
By: /s/ Emiliano Aloi
Name: Emiliano Aloi
Title: Chief Executive Officer
 
CEED2MED, LLC
 
By: /s/ Kenneth Puzder
Name: Kenneth Puzder
Title: Chief Financial Officer
 
JAMIE GOLDSTEIN
 
By: /s/ Jamie Goldstein
 
VADISLAV YAMPOLSKY
 
By: /s/ Vadislav Yampolsky
 
EMILIANO ALOI
 
By: /s/ Emiliano Aloi
 
 
 
 
 
    Exhibit 10.3
 
EXACTUS, INC.
 
12% PROMISSORY NOTE
 
 Principal Amount: $[ ]
 
 Purchase Price: $[ ] 
 Original Issuance Date: [ ]
 
 
FOR VALUE RECEIVED Exactus, Inc., a Nevada corporation (the “Company”), promises to pay to [ ] (“Holder”), the principal amount of [ ] together with all accrued but unpaid interest, or such lesser amount as shall equal the then outstanding principal amount hereof together with all accrued but unpaid interest thereon, payable on [ ] (the “Maturity Date”).
 
The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:
 
1. Interest.
 
(a) Interest shall accrue on the unpaid principal balance of this Note at the rate of twelve (12%) percent per annum. Interest shall be calculated from and include the date hereof and shall be calculated on an actual/360-day basis. All accrued but unpaid interest shall be due and payable on the Maturity Date.
 
(b)           Notwithstanding anything to the contrary contained herein, in no event shall this or any other provision herein permit the collection of any interest which would be usurious under applicable law. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid under this Note shall include amounts which by law are deemed interest and which would exceed the maximum rate permitted by law, the Company stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Holder and the Company or the holder of this Note, and the party receiving such excess payments shall promptly credit such excess (only to the extent such payments are in excess of the maximum rate) against the unpaid principal balance hereof and any portion of such excess payments not capable of being so credited shall be refunded to the Company.
 
2. Event of Default.
 
(a) For purposes of this Note, an “Event of Default” means:
 
(i) the Company shall default in any payment of principal and/or accrued interest on this Note when due; or
 
(ii) the Company shall fail to materially perform any covenant, term, provision, condition, agreement or obligation of the Company under this Note (other than for non-payment) and such failure shall continue uncured for a period of ten (10) business days after notice from the Holder of such failure; or
 
(iii) the Company shall (a) become insolvent; (b) admit in writing its inability to pay its debts generally as they mature; (c) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (d) apply for or consent to the appointment of a trustee, liquidator, receiver or similar official for it or for a substantial part of its property or business; or
 
(iv) a trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or
 
(v) any governmental agency or any court of competent jurisdiction at the insistence of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within thirty (30) days thereafter; or
 
 
-1-
 
 
 
(vi) bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings, or relief under any bankruptcy law or any law for the relief of debt shall be instituted by or against the Company and, if instituted against the Company shall not be dismissed within thirty (30) days after such institution, or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit to any material allegations of, or default in answering a petition filed in any such proceeding; or
 
(vii) the Company shall fail to pay when due or otherwise be in material default of any of its indebtedness that gives the holder thereof the right to accelerate such indebtedness.
 
(b) Upon the occurrence of an Event of Default, the entire unpaid and outstanding indebtedness due under this Note shall be immediately due and payable without notice.
 
(c) Upon the occurrence of an Event of Default, this Note shall bear interest at the rate of eighteen (18%) percent per annum from the date of the Event of Default.
 
(d) As soon as possible and in any event within 2 days after the Company becomes aware that an Event of Default has occurred, the Company shall notify the Holder in writing of the nature, extent and time of and the facts surrounding such Event of Default, and the action, if any, that the Company proposes to take with respect to such Event of Default.
 
2.           Prepayment and Acceleration.
 
(a) The Company may prepay this Note at any time, in whole or in part, without penalty or premium.
 
(b) Upon the occurrence of any of the following events the Maturity Date of this Note shall accelerate and thereafter this Note shall be immediately due and payable:
 
(i) The Company (or any of its subsidiaries) shall obtain proceeds from the sale of hemp or hemp-derived products of a minimum aggregate amount of $100,000; or
 
(ii) The Company shall close on the sale of any equity or equity-linked securities in the minimum amount of $50,000 net proceeds to the Company.
 
3.           Miscellaneous.
 
(a) Loss, Theft, Destruction or Mutilation of Note. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company and, in the case of mutilation, on surrender and cancellation of this Note (or what remains thereof), the Company shall execute and deliver, in lieu of this Note, a new note executed in the same manner as this Note, in the same principal amount as the unpaid principal amount of this Note and dated the date of this Note.
 
(b) Payment. All payments under this Note shall be made in lawful tender of the United States no later than 5:30 pm, Eastern Standard Time, on the date on which such payment is due, by wire transfer of immediately available funds to the account identified by the Holder.
 
(c) Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
 
(c) Waiver and Amendment. Any provision of this Note may be amended, waived or modified only by an instrument in writing signed by the party against which enforcement of the same is sought.
 
 
-2-
 
 
 
(d) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing sent by mail, facsimile with printed confirmation, nationally recognized overnight carrier or personal delivery and shall be effective upon actual receipt of such notice, to the following addresses until notice is received that any such address or contact information has been changed:
 
To the Company:
 
Exactus, Inc.
80 NE 4th Avenue
Suite 28
Delray Beach, Florida 33484
 
[ ]
 
To Holder:
 
 [ ]
(e) Expenses; Attorneys’ Fees. If action is instituted to enforce or collect this Note, the Company promises to pay or reimburse all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Holder in connection with such action.
 
(f) Successors and Assigns. This Note may be assigned or transferred by the Holder with the written consent of the Company. Subject to the preceding sentence, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and permitted transferees of the parties.
 
(g) No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Holder, any right, option, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, option, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, option, remedy, power or privilege. The rights, options, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, options, remedies, powers and privileges provided by law.
 
 
-3-
 
 
 
(h) Governing Law; Jurisdiction. THE PARTIES HEREBY AGREE THAT THIS NOTE IS MADE AND ENTERED INTO IN THE STATE OF NEW YORK AND FURTHER AGREE THAT ALL ACTS REQUIRED BY THIS NOTE AND ALL PERFORMANCE HEREUNDER ARE INTENDED TO OCCUR IN THE STATE OF NEW YORK. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE STATE OR FEDERAL COURTS OF THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT; AND (B) ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON EACH PARTY DULY SERVED WITH PROCESS THEREIN AND MAY BE ENFORCED IN THE COURTS OF THE JURISDICTION OF WHICH EITHER PARTY OR ANY OF THEIR PROPERTY IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY.
 
IN WITNESS WHEREOF, the Company has caused this Note to be executed as of the date first above written by its duly authorized officer.
 
 
 
EXACTUS, INC.
 
By:                                                                            
Name: Kenneth Puzder
Title: Chief Financial Officer
 
 
 
 

 
 
-4-
 
   Exhibit 99.1
 
Exactus, Inc. Purchases Remaining Interest in 2019 Crop
 
Secures Full Ownership Rights to 2019 Oregon Harvest
 
 
DELRAY BEACH, Fla., October 24, 2019 (GLOBE NEWSWIRE) – Exactus, Inc. (OTCQB:EXDI) (the “Company”), a farmer and manufacturer of hemp-derived phytocannabinoid products, today announced that it has acquired the remaining 49.9% portion of the Exactus One World rights to distribution for the ongoing 2019 harvest.
 
“Previously, the Company owned a 50.1% interest in the net profits from this year’s harvest”, said Emiliano Aloi. “With this purchase we have effectively doubled our returns from the sale of flower, biomass and ingredients which will take us well into 2020.”
 
As previously reported, Exactus expects to realize approximately 30,000 pounds of high-quality top flower for sale in bulk, as smokable products, in pre-rolls and buds and will now receive 100% of the net proceeds from sales.
 
Exactus maintains approximately 225 acres of farms located in southwest Oregon and is harvesting 5 strains of CBD rich plants including Suver Haze®, Special Sauce, Lifter, Hawaiian Haze®, and Sour Space Candy grown from Crawford Brothers (Oregon CBD) seeds that are immediately available for delivery to customers with full panel COA testing. Orders can be placed online at www.exactushemp.com.
 
To learn more about Exactus, Inc., visit the corporate website at www.exactusinc.com and the e-commerce website at www.exactushemp.com.
 
# # #
 
About Exactus:
Exactus Inc. is dedicated to introducing hemp-derived phytocannabinoid products into mainstream consumer markets. The Company has made investments in farming and has over 200 acres of CBD-rich hemp in Southwest Oregon. The Company is introducing a range of consumer brands, such as Green Goddess Extracts, Phenologie, Paradise CBD and Exactus. Hemp is a legal type of cannabis plant containing less than 0.3% THC (tetrahydrocannabinol), which is the psychoactive component of the cannabis plant. After 40 years of prohibition, the Agricultural Improvement Act of 2018, known as the 2018 Farm Bill, legalized hemp at the federal level. Hemp production will be regulated by the United States Department of Agriculture (USDA) and the states. As a result, in 2019 hemp was generally removed from the Controlled Substances Act (CSA) and enforcement by the Drug Enforcement Administration (DEA).
 
For more information about Exactus: www.exactusinc.com.
 
 

 
 
 
 
Investor Notice
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 1A of our most recent Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission (the "SEC") on March 29, 2019, and in other periodic and current reports we file with the SEC.  If any of these risks were to occur, our business, financial condition, or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Safe Harbor" below.
 
Safe Harbor - Forward-Looking Statements
The information provided in this press release may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "plans," "expects," "intends," "will," "potential," "hope" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company's periodic and current filings with the SEC, including the factors described in the sections entitled "Risk Factors", copies of which may be obtained from the SEC's website at www.sec.gov. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
 
Company Contact:
 
Andrew Johnson
Chief Strategy Officer
Exactus Inc.
509-999-9695
ir@exactusinc.com