schedule 13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Exactus, Inc.
(Name
of Issuer)
Common stock, $0.0001 per share
(Title
of Class of Securities)
30066P102
(CUSIP
Number)
Joe Laxague, Esq.
Laxague Law, Inc.
1 East Liberty, Suite 600
Reno, NV 89501
Tel. (775) 234-5221
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
January 8, 2019
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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1. Names of Reporting Persons.
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Ceed2Med, LLC
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2. Check the Appropriate Box if a Member of a
Group
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(a) ☐
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(b) ☐
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3. SEC Use Only
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4. Source of Funds
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OO
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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☐
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6. Citizenship or Place of Organization
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United States, Florida
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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67,085,523
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8. Shared Voting Power
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n/a
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9. Sole Dispositive Power
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67,085,523
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10. Shared Dispositive Power
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n/a
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
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67,085,523
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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☐
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13. Percent of Class Represented by Amount in Row
(11)
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57.36%
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14. Type of Reporting Person
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CO
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ITEM 1. SECURITY AND ISSUER
(a)
Name of Issuer:
Exactus,
Inc.
(b)
Address of Issuer's Principal Executive Offices:
4870
Sadler Road, Suite 300
Glen
Allen, VA 23060
(c)
Title of the class of equity securities to which this statement
relates:
Common
stock, par value $0.0001
ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general
partnership, limited partnership, syndicate or other group of
persons, state its name, the state or other place of its
organization, its principal business, the address of its principal
office and the information required by (d) and (e) of this Item. If
the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information
specified in (a) through (f) of this Item with respect to such
person(s).
Ceed2Med,
LLC
(b)
Residence
or business address:
95 NW 4th
Ave.
Delray
Beach, FL 33483
(c)
Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted:
Ceed2Med,
LLC is a Florida limited liability company headquartered in Delray
Beach, Florida. Ceed2Med, LLC is a hemp and hemp-derivative supply
sourcing, production, distribution and development company that
secures production of Industrial Hemp biomass and raw ingredients
and invests in developing supply chain partners and distribution
channels worldwide.
(d)
Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case:
No.
(e)
Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or
final order:
No.
(f)
Citizenship:
United
States; organized in State of Florida
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
On January 8, 2019, the reporting person entered into a Master
Product Development and Supply Agreement (the “Development
Agreement”) with the issuer. The reporting person owns and
operates cGMP facilities located in the State of Florida and
elsewhere. Under the Development Agreement, the reporting person
will supply the issuer a minimum of 50 and up to 300 kilograms per
month, and up to 2,500 kilograms annually, of active
phyto-cannabinoid (CBD) rich ingredients for resale. In
consideration for entering into the Development Agreement, the
reporting person was issued 67,085,523 shares of the issuer’s
common stock.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of Ceed2Med, LLC’s acquisition of controlling
interest, pursuant to the Development Agreement, was to focus the
business of the issuer on the marketing and sale of products
containing Cannabidiol (“CBD”). Ceed2Med, LLC intends
to manufacture and supply to the issuer a range of branded and
white-label CBD products, including tinctures, edibles, capsules,
topical solutions and animal health products.
In connection with the acquisition of controlling interest by
Ceed2Med, LLC, the issuer appointed Ceed2Med, LLC’s Chief
Financial Officer, Kenneth E. Puzder, to serve on the
issuer’s Board of Directors. In addition, the founders of
Ceed2Med, LLC were issued options to purchase a total of 6,000,000
shares of the issuer’s common stock at a price of $0.04 per
year, exercisable for a period of 10 years. Finally, one of
Ceed2Med, LLC’s founders, Emiliano Aloi, was appointed to the
issuer’s Advisory Board.
Except as otherwise described above, there are no current plans or
proposals which the reporting persons may have which relate to or
would result in:
(a)
The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the
issuer;
(b)
An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c)
A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d)
Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e)
Any material change in the present capitalization or dividend
policy of the issuer;
(f)
Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of
1940;
(g)
Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h)
Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i)
A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j)
Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Ceed2Med, LLC holds 67,085,523 shares of common stock of the
issuer. Ceed2Med, LLC has the sole power to vote and to dispose of
these shares. Except as described above in connection with the
Development Agreement, Ceed2Med, LLC has not effected any
transactions in the issuer’s common stock during the past
sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are currently no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item
2 and between such persons and any person with respect to any
securities of the issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit No.
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Description
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Master Product Development and Supply Agreement with Ceed2Med, LLC
dated January 8, 2019 (1)
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(1)
Incorporated
by reference to Current Report on Form 8-K filed by Exactus, Inc.
on January 8, 2019.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
January 22, 2019
Date
Ceed2Med, LLC
By: /s/ Kenneth Puzder
Kenneth Puzder, Chief Financial Officer