EXACTUS, INC. (OTCMKTS:EXDI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of New Directors and Executive Chairman

On February 10, 2019, Jonathan R. Gilbert was appointed to the Board of Directors and was appointed to serve as our new Executive Chairman. On February 7, 2019, John Price was appointed to the Board of Directors of the Company. Mr. Price was also appointed to serve as the Chairman of our newly-designated Audit Committee. Both Mr. Price and Mr. Gilbert meet the definition of “independent” director under SEC rules and the rules and regulations promulgated by NASDAQ.

Jonathan R. Gilbert, 47, was the founder and CEO of Scythian Biosciences, Inc. from December of 2014 through May of 2018. Scythian Biosciences, Inc. is a publicly-traded research and development company focusing on the prevention and treatment of concussions and traumatic brain injury with its proprietary Cannabinoid combination, as well as strategic investments and partnerships across cultivation, distribution and retail of legal cannabis. Prior to founding Scythian Biosciences, from January 2013 to December 2014, Mr. Gilbert was Marketing Officer for Commonwealth Opportunity Capital, GP, a hedge fund based in Greenwich, Connecticut. From October of 1995 until December of 2012, Mr. Gilbert was the owner and operator of Gilbert Capital Management, Corp., a full-service wealth management firm. Mr. Gilbert holds an MBA in finance from Kennedy Western University and Bachelor of Business Administration in Finance from George Washington University.

John Price, 49, currently serves as Chief Financial Officer, Treasurer and Secretary of SCWorx Corp., a publicly-traded provider of data normalization, application interoperability and big data analytics within the healthcare provider market. Mr. Price has been the CFO of SCWorx Corp. (f/k/a Alliance MMA, Inc.) since August 2016. Previously, Mr. Price was Chief Financial Officer of MusclePharm Corporation, a publicly-traded nutritional supplement company. Prior to joining MusclePharm in 2013, Mr. Price served as Vice President of Finance – North America at Opera Software, a Norwegian public company focused on digital advertising. From 2011 to 2013, he served as Vice President of Finance and Corporate Controller of GCT Semiconductor. From 2004 to 2011, Mr. Price served in various roles at Tessera Technologies, including VP of Finance & Corporate Controller. Prior to Tessera Technologies, Mr. Price served various roles at Ernst &Young LLP. Mr. Price served nearly three years in the San Jose, California office and nearly five years in the Pittsburgh, Pennsylvania office of Ernst & Young. Mr. Price has been a certified public accountant (currently inactive) since 2000 and attended Pennsylvania State University, where he earned a Bachelor’s of Science Degree in Accounting.

Neither Mr. Price nor Mr. Gilbert have had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.

In connection with his appointment to the Board Directors, Mr. Price was granted immediately vested options to purchase 250,000 shares of our common stock at a price of $0.20 per share, exercisable for ten years.

In connection with his appointment to the Board of Directors and as our new Executive Chairman, Mr. Gilbert was granted options to purchase 1,000,000 shares of our common stock at an exercise price of $0.01 per share, exercisable for ten years. Mr. Gilbert’s stock options vest as follows:

The number of options to purchase common stock issued to Mr. Price and Mr. Gilbert, and the exercise price of these options, is expressed in post-split numbers and will remain the same following the effectiveness of the pending 1 for 8 reverse split of our common stock.

Establishment of Audit, Compensation, and Nominating and Governance Committees

On February 7, 2019, our Board of Directors established the following committees and appointed the following chairmen for each committee of the Board:

Charters for each committee are under review by the Board and will be disclosed upon their adoption.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On February 12, we released the press release filed herewith as Exhibit 99.1

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Exactus, Inc. Exhibit
EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1   Exhibit 99.1           Exactus Appoints Seasoned Industry Veteran Jonathan Gilbert As Executive Chairman of the Board    Former Scythian Biosciences Founder and CEO Assumes Newly Created Position     GLEN ALLEN,…
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About EXACTUS, INC. (OTCMKTS:EXDI)

Exactus, Inc. (Exactus), formerly Spiral Energy Tech, Inc., is a life science company. The Company will develop and commercialize Point-of-Care (POC) diagnostics for measuring proteolytic enzymes in the blood based on a detection platform. The Company’s primary business focus will be the development and commercialization of the FibriLyzer and related technology licensed by Exactus. The Company’s products will employ a disposable test biosensor strip combined with a portable hand held detection unit that provides a result in approximately 30 seconds. The Company intends to file to gain regulatory approval and launch its products in the United States and Europe.