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): February 18,
2020
EXACTUS, INC.
(Exact
name of the registrant as specified in its charter)
|
Nevada
|
000-55828
|
27-1085858
|
|
(State or other jurisdiction
of
incorporation)
|
(Commission File
Number)
|
(IRS EmployerIdentification
No.)
|
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 1 – REGISTRANT’S BUSINESS AND
OPERATIONS
Item
1.01
Entry
Into a Material Definitive Agreement
The
disclosures set forth in Item 5.02, below, regarding our Employment
Agreement with Derek Du Chesne are incorporated herein by
reference.
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 February
18, 2020, Derek Du Chesne was appointed to serve as our new Chief
Growth Officer.
Derek Du Chesne, age
32, was the Chief
Growth Officer for EcoGen Laboratories, the largest
vertically-integrated manufacturer and supplier of hemp-derived
specialty ingredients in the U.S.A, since January of
2019. He was a consultant for EcoGen prior to becoming a
partner at the company. Mr. Du Chesne is a brand management
professional who has a proven track record of
success through concept, development, and launch, building
iconic brands by orchestrating successful campaign deployment on
both a global and regional scale. He is a strategic leader
who has repeatedly led teams to maximize performance in order to
achieve stakeholders’ goals on time and in full. From
July of 2016 until February of 2019, Mr. Du Chesne co-founded and
launched Healing Ventures, a full-service agency and
digital marketplace dedicated to servicing the hemp
industry. From September of 2014 until July of 2016, he served
as Chief Marketing Officer of Klique, Inc., a group dating platform
created to help curb sexual assaults on campuses. Prior to
that Derek was a film and television producer and actor, who has
worked with Bruce Willis, Robert DeNiro, and other
actors.
Mr. Du
Chesne has not had any material direct or indirect interest in any
of our transactions or proposed transactions over the last two
years.
Mr. Du
Chesne was retained under the terms of an Employment Agreement
dated February 18, 2020 (the “Agreement”). Under the
Agreement, Mr. Du Chesne will serve for an initial term of two
years, with the employment to be automatically renewed for
additional one-year terms unless advance notice is given by either
party. The Agreement requires Mr. Du Chesne’s primary
business time and attention to be devoted to his duties with
Exactus. He will be based in Los Angeles, California, but may be
required to spend up to fifty-percent of his working time at our
headquarters in Florida, with the related expenses for travel and
lodging to be borne by the Company. Mr. Du Chesne’s base
salary for the initial year of service will be $150,000, increasing
to not less than $250,000 for the second year of service, subject
to annual review by the Board of Directors. He will be entitled to
quarterly cash bonuses based on a percentage of our net sales to be
determined. In addition, Mr. Du Chesne will be entitled to annual
cash bonuses as follows: (1) up to 250% of base salary for the 2020
calendar year, if: (A) our net income on a consolidated basis for
the 2020 fiscal year is equal to or in excess of $5,000,000; or (B)
our net sales on a consolidated basis is equal to or in excess of
$40,000,000 during the 2020 fiscal year; and (2) 200% of base
salary for the 2021 calendar year, subject to the satisfaction of
performance criteria set by the Board in consultation with a
third-party compensation expert and Mr. Du Chesne. He will be
eligible to participate in our Equity Incentive Plan during his
employment. Upon execution of the Agreement, he was granted options
to purchase up to 1,000,000 shares of our common stock at a price
of $0.50 per share. 250,000 of these options were vested
immediately, with the remaining 750,000 options to vest in equal
installments over the next twenty-four months. Finally, Mr. Du
Chesne will be entitled to three weeks of paid vacation time, which
shall accrue and be useable in accordance with Company policy, and
to participate in benefit plans which may be offered by the
Company.
In the
event that Mr. Du Chesne is terminated without cause (as defined in
the Agreement) or if he resigns for good reason (as defined in the
Agreement), will be entitled to payment of accrued salary and
reimbursable expenses, together with severance payments as
follows:
●
If the termination
without cause or resignation with good reason occurs within the
first 12 months, two years of base salary;
●
If the termination
without cause or resignation with good reason occurs after the
first 12 months, one year of base salary;
●
150% of any cash
bonus earned as of the time of termination; and
●
Accelerated vesting
of six months’ worth of stock options
In the
event of termination for cause (as defined in the Agreement) or
resignation without good reason (as defined in the Agreement), no
severance will payable. The Agreement also includes covenants of
non-competition and non-solicitation which run for one year
following termination of employment.
The
foregoing is a summary of the material terms of the Agreement. The
Agreement contains other terms, conditions and covenants and should
be reviewed in its entirety for additional
information.
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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|
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Employment Agreement with Derek Du Chesne
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|
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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.
|
|
EXACTUS, INC.
|
|
Date: February 20,
2020
|
By: /s/ Kenneth
Puzder
Kenneth
Puzder
Chief Financial
Officer
|
Exhibit
99.1
Exactus Inc.
appoints Derek Du Chesne as Chief Growth Office and announces
Company to present at NobleCon16
DELRAY BEACH, Fla., February 18, 2020 (GLOBE NEWSWIRE) –
Exactus, Inc. (OTCQB:EXDI) (the “Company”), a
hemp farmer and manufacturer of hemp-derived phytocannabinoid
products, today announced that it has appointed Derek Du Chesne as
Chief Growth Officer and the company will be presenting at the
NobleCon 16 Investor Conference.
Exactus
welcomes Derek Du Chesne who joins the company as Chief Growth
Officer. Prior to joining Exactus, Derek was responsible for
securing over $40 million in funding for his previous company, he
is an expert in the hemp industry with a large network of
connections. Mr. Du Chesne is a brand management professional who
has a proven track record of integrated marketing strategy, through
concept, development, and launch, building iconic brands by
orchestrating successful campaign deployment on both a global and
regional scale.
“We
are happy to announce that Derek Du Chesne has joined Exactus Inc.
to continue our growth and exceed our 2019 revenue,” said
Emiliano
Aloi, President and CEO of Exactus.
“Derek has been a principal driving force in redefining the
strategy of his previous company and harnessing revenues upwards of
$100mm in 2019 within our industry. His industry knowledge and
market vision are bar none. There are only a handful of executives
in the world that hold that accolade and we are very happy to have
him in our team to help drive our new strategic
plan.”
Emiliano
Aloi and Derek Du Chesne will be presenting at Noble Capital
Markets’ 16th Annual Investor
Conference at the Hard Rock Hotel & Casino, Hollywood, Florida
on Tuesday, February 18th at 2 pm Eastern
Standard Time.
A
high-definition, video webcast of the presentation will be
available the following day on the Company's website and
HERE, as well
as part of a complete catalog of presentations available at Noble
Capital Markets’ Conference website: www.nobleconference.com and
on Channelchek www.channelchek.com the investor
portal created by Noble. The webcast will be archived on the
company's website, the NobleCon website and on Channelchek.com for
90 days following the event.
To
learn more about Exactus, Inc., visit the website at www.exactushemp.com.
# # #
About Exactus, Inc.
Exactus Inc. is dedicated to introducing hemp-derived
phytocannabinoid products that meet the highest standards of
quality and traceability into mainstream consumer markets. The
Company has made investments in farming and has over 200 acres of
Cannabinoid-rich hemp in Southwest Oregon. The Company is
introducing a range of consumer brands, such as Green Goddess
Extracts™, Levor
Collectiontm,
Phenologietm,
Paradise CBDtm
and
Exactustm.
Hemp is a federally legal type of cannabis plant containing less
than 0.3% THC (tetrahydrocannabinol), which is the psychoactive
component of the cannabis plant. After over 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.
About Noble Capital Markets, Inc.
Noble Capital Markets (“Noble”) is a research driven
boutique investment bank that has supported small & microcap
companies since 1984. As a FINRA and SEC licensed broker dealer
Noble provides institutional-quality equity research, merchant and
investment banking, wealth management and order execution services.
In 2005, Noble established NobleCon, an investor conference that
has grown substantially over the last decade. In 2018 Noble
launched www.channelchek.com -
a new investment community dedicated exclusively to small and
micro-cap companies and their industries. Channelchek is tailored
to meet the needs of self-directed investors and financial
professionals. Channelchek is the first service to offer
institutional-quality research to the public, for FREE at every
level without a subscription. More than 6,000 emerging growth
companies are listed on the site, with growing content including
webcasts, podcasts, and balanced news.
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
