EXACTUS, INC. (OTCMKTS:EXDI) Files An 8-K Entry into a Material Definitive Agreement

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

Effective April 24, 2020, Derek Du Chesne accepted his appointment to the additional positions of President and a member of our Board of Directors. As previously disclosed in our Current Report on Form 8-K/A filed March 17, 2020, Mr. Du Chesne was appointed to these additional positions on March 5, 2020, pending his acceptance of the appointments. Following Mr. Du Chesne’s acceptance of these appointments on April 24, 2020, Emiliano Aloi, who has served as our President and Interim Chief Executive Officer, will continue to serve as Interim Chief Executive Officer going forward.

Derek Du Chesne,age 32,has served as our Chief Growth Officer since February of 2020. Mr. Du Chesne has been the Chief Growth Officer for EcoGen Laboratories, a vertically-integrated manufacturer and supplier of hemp-derived specialty ingredients. Mr. Du Chesne is a brand management professionalwho has a proven track record of successthrough 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.Prior to serving at EcoGen, Mr. Du Chesne served as CEO and co-founder atHealing Ventures, afull-service marketing and supply chain management firm dedicated to servicing the hemp industry. Earlier in his career Mr. Du Chesne served as Chief Marketing Officer of Klique, Inc., a group dating platform created to help curb sexual assaults on campuses. Previously Derek was known as a film/television producer and actor, working with Bruce Willis, Robert DeNiro, and a multitude of prominent film makers.

Prior to his employment with Exactus, Inc., 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 serves under the terms of an Employment Agreement dated February 18, 2020, as previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2020. In connection with acceptance of his appointment to the position of President, Mr. Du Chesne will receive 1 million shares of restricted common stock, and the exercise price of 1 million previously awarded options will be reduced to 90% of the market price of such shares.

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.