Resignation of Philip J. Young as Chief Executive Officer and Chairman of the Board of Directors
On August 15, 2019, Philip J. Young, agreed to resign as our Chief Executive Officer and Chairman, effective July 31, 2019 (the “Termination Date”), and entered into a Confidential Severance, Settlement and Non-Disparagement Agreement and General Release (the “Severance Agreement”). Under the terms of the Severance Agreement the Company agreed to pay Mr. Young 50% of his base salary ($75,000) payable over a 6-month period in exchange for ongoing consulting and transition assistance. In addition, Mr. Young will receive payment consisting of 2 weeks of vacation, and continuation of health benefits, and reimbursement for documented expenses. In addition, all unvested options and share awards will be cancelled.
to the Severance Agreement, Mr. Young also agreed to the terms of a 6-month lock-up under which he may not sell, transfer, assign, or otherwise dispose of more than 15% of the average daily volume of our common stock per week, subject to certain exclusions.
to the Severance Agreement, Mr. Young also provided a general waiver and release of claims against the Company and is subject to certain restrictive covenants, including confidentiality, non-disparagement, non-solicitation, and non-competition.
The foregoing description is qualified in its entirety by reference to the full text of the Severance Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Our Board of Directors expects to appoint Emiliano Aloi, our President, to serve as Interim Chief Executive Officer and Bobby Yampolsky, a director, to serve as Interim Chairman and to form an Executive Search Committee.
On August 21, 2019, we released the press release furnished herewith as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
The information provided in this Current Report on Form 8-K may include forward-looking statements relating to future events of the Company, including its succession plans. 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,” “intends,” “plans,” “expects,” “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 Current Report on Form 8-K relating to the Company include, but are not limited to, those found under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as other materials that we from time to time file with, or furnish to, the Securities and Exchange Commission. 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.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
*Filed herewith
Exactus, Inc. ExhibitEX-10 2 ex10-1.htm SEVERANCE AGREEMENT Blueprint Exhibit 10.1 CONFIDENTIAL SEVERANCE,…
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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.
