EXACTUS, INC. (OTCMKTS:EXDI) Files An 8-K Entry into a Material Definitive Agreement
Entry into a Material Definitive Agreement.
On March 20, 2019 we entered into an LLC Membership Interest Purchase Agreement (the “Canncare Purchase Agreement”), under which we will acquire 50% of the outstanding membership interests in CannacareMD, LLC, a Florida limited liability company doing business as Hemp Healthy®. Hemp Healthy® operates the www.buyhempcbd.com website, where consumers can purchase a wide range of products featuring hemp-derived Cannabidiol (CBD) products.
Under the terms of the Cannacare Purchase Agreement we agreed to issue at closing a total $1.1 million worth of our common stock. As the initial payment, we will issue $330,000 worth of our common stock, valued at the average market closing price for the twenty trading days following the closing date. On the 90th, 180th, 270th, and 365th days following the closing date, we will issue additional tranches of $192,500 worth of our common stock, each to be valued at the average market closing price for our common stock for the twenty trading days immediately following the due date for each installment.
Also on March 20, 2019, we entered into an LLC Membership Interest Purchase Agreement (the “Tierra Purchase Agreement”), under which we will acquire 50% of the outstanding membership interests in Tierra Healthcare Concepts, LLC, a Florida limited liability company (“Tierra”) which operates a specialty medical practice focused on CBD and other treatments. To acquire Tierra, we will make a series of cash payments to the current owners of the company. At closing, we agreed to make an initial payment of $600,000, with additional $100,000 payments being due on the 90th, 180th, 270th, and 365th days following the closing date.
In connection with our acquisition of Hemp Healthy® and Tierra, we agreed to retain the founder of Hemp Healthy® and Tierra to serve as a consultant for two years under the terms of a Consulting Agreement, to provide advice, management and direction for the day-to-day operations of each of these subsidiaries. The consultant will be paid a base fee of $150,000 per year, with performance-based bonuses to be awarded in the discretion of our compensation committee, and agreed to restrictions on engaging in competing businesses.
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On March 25, 2019, we released the press release furnished herewith as Exhibit 99.1
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements and Exhibits
LLC Membership Interest Purchase Agreement – CannacareMD, LLC *
LLC Membership Interest Purchase Agreement – Tierra Healthcare Concepts, LLC*
Consulting Agreement *
* To be filed as an exhibit to the Company’s Quarterly Report on Form 10Q for the quarter ended March 31, 2019.
Exactus, Inc. Exhibit
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 Exhibit 99.1 Exactus Acquires Hemp Healthy® Online Consumer and Healthcare Practitioner Brand with Full Traceability Exactus Inc.,…
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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.