EXACTUS, INC. (OTCMKTS:EXDI) Files An 8-K Unregistered Sales of Equity Securities

Item 5.02 – Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointments and Formation of Executive Search Committee

On September 13, 2019, the board of directors (the “Board”) of Exactus, Inc. (the “Company”) appointed Vladislav “Bobby” Yampolsky to serve as its Interim Executive Chairman. Prior to his appointment, Mr. Yampolsky served as a member of the Board. In addition, the Board also appointed the Company’s current President, Emiliano Aloi, to serve as the Company’s Interim Chief Executive Officer. The appointments were made following the departure of the Company’s Chairman and CEO in August 2019, as reported with the Securities and Exchange Commission on August 21, 2019.

Also on September 13, 2019, the Company established an Executive Search Committee (the “Search Committee”) for the purposes of undertaking an executive search for a permanent CEO. The Search Committee consists of three members of the Board, Bobby Yampolsky, Steven Schwartz, and John Price, and is authorized to engage search, recruitment, and/or compensation consulting firms and to pay all fees and expenses associated therewith, and to perform background checks on any potential candidate, including on any current director or officer who is deemed to possess the requisite skills and experience. Unless extended, the Search Committee shall terminate upon the appointment of a CEO.

In addition, on September 13, 2019, Steven Schwartz, a director, was appointed to the Audit, Compensation and Nominating Committees. Mr. Schwartz is considered by the Company to be an independent director.

Delegation of Authority Under the 2019 Equity Incentive Plan and Issuances Thereunder

On September 13, 2019, the Board delegated authority to the Chairman of the Board and/or the CEO to issue restricted stock and options under the 2019 Equity Incentive Plan (the “2019 Plan”) to non-executive employees and consultants. The aggregate number of shares of common stock of the Company, par value $0.0001 (“Common Stock”), issuable under delegated authority may not exceed 500,000 shares, and no individual award may exceed 100,000 shares, provided, further, that the minimum exercise price of awards made shall be the fair market value of the Common Stock determined in accordance with the 2019 Plan.

On September 13, 2019, the Board approved additional awards to officers and directors under the 2019 Plan as follows:

Since July 31, 2019, the Company has accepted subscriptions in the total amount of $951,900 and issued 5,311,640 shares of Common Stock, which includes issuances relating to the automatic conversion of all outstanding shares of Series D convertible preferred stock (the “Series D Preferred”) into 1,025,000 shares of Common Stock, at a conversion price of $0.40 per share, on July 31, 2019. The Series D Preferred was originally issued in March 2018. Under the terms of the Series D Preferred, all shares were required to be automatically converted in the event the Company completed an equity offering in which the Company raised a minimum of $5 million. Following these issuances, the Company had 33,874,765 shares of Common Stock outstanding as of the date of this Current Report.

The shares of Common Stock sold and issued as stated in the paragraph above were issued to “accredited investors” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”) and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws.

Approval of Director Compensation Plan

On September 13, 2019, the Board established a new Director Compensation Plan (the “Director Plan”) to be administered under the 2019 Plan applicable to each non-employee/non-executive director, which Director Plan replaces the prior compensation arrangements previously applicable to non-employee/non-executive directors. The material terms of the Director Plan are set forth below:

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.