Panacea Life Sciences Holdings, Inc 8-K, filed Dec 11, 2020
Panacea Life Sciences Holdings, Inc. (PLSH)
8-K
2020-12-11
For: 2020-12-08
View Original
Added on
April 06, 2026
About this 8-K
Panacea Life Sciences Holdings, Inc filed this 8-K on December 11, 2020, reporting on events of December 8, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): December 8,
2020
EXACTUS, INC.
(Exact
name of the registrant as specified in its charter)
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Nevada
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000-55828
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27-1085858
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (561) 455-4822
_____________________________________________________________________
(Former
name or address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions (see General Instruction A.2
below):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12).
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)).
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)).
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 3 – SECURITIES AND TRADING MARKETS
Item
3.02
Unregistered
Sales of Equity Securities
In our
Current Report on Form 8-K filed November 3, 2020, we reported that
we had issued shares of common stock to our Interim CEO and
Director, Emiliano Aloi, in exchange for a payment of $35,000. This
report was made in error. The funds advanced to the Company by Mr.
Aloi were intended as a loan to the Company. No shares of common
stock were authorized or issued to Mr. Aloi in connection with this
loan, and the loan is not convertible to shares of our common
stock. We anticipate that the specific terms of the loan will be
finalized and documented in the near future.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of CertainOfficers; Compensatory Arrangements of
Certain Officers
On
December 8, 2020, Emiliano Aloi resigned from his positions as our
Interim Chief Executive Officer and a member of our Board of
Directors, effective immediately. There were no known disagreements
with Mr. Aloi regarding any matter relating to our operations,
policies, or practices.
SECTION 7 - REGULATION FD
Item
7.01
Regulation
FD Disclosure
On December 10, 2020, we released the press release furnished
herewith as Exhibit 99.1, which discusses steps we are taking to
re-align our business structure and to explore additional strategic
options. The strategic options under review may include asset
disposals, re-financings, mergers, and or acquisitions. Also on
December 10, 2020, we released a presentation on our new Marketing
Automation & Sales System, which is a system designed to
automate workflow for the CBD industry and reduce required
headcount in sales and marketing departments. A copy of the
presentation is furnished herewith as Exhibit 99.2
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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Press Release Issued December 10, 2020
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Presentation Marketing Automation & Sales System
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
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EXACTUS,
INC.
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Date:
December 10, 2020
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By:
/s/ Kenneth
Puzder
Kenneth
Puzder
Chief
Financial Officer
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Exhibit 99.1
Exactus, Inc. Announces Restructuring and Costs Savings Plan to
Improve Operations and Position the Company with the launch of its
Marketing Automation & Sales System
(“MASS”).
Will Review Strategic Options to Maximize Shareholder
Value.
DELRAY BEACH, FL / December 10, 2020 / Exactus, Inc. (OTCQB: EXDI) (the
“Company”) a leading supplier of hemp-derived
ingredients (CBD/CBG) and feminized hemp genetics,
today
announced a comprehensive review and restructuring plan designed to
reduce costs, streamline a scalable marketing and sales
organization, and optimize resources.
“Recently we initiated an in depth review of our
organizational structure, existing capabilities and goals”
said Larry Wert, director of Exactus. “As a result of this
review we have decided to take additional steps to re-align our
business infrastructure in an effort to better position the company
for future growth and to explore additional strategic
options” said Mr. Wert.
Key elements of the restructuring plan include the
following:
●
Continuing the development and implementation of the Marketing
Automation & Sales System (MASS) designed to automate workflow
for the CBD industry and reduce required headcount in sales and
marketing departments.
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Elimination of 3 positions including accounting, sales and one
executive.
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Restructuring of outstanding debts and liabilities.
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Comprehensive review of strategic options to maximize shareholder
value which may include asset disposals, re-financings, mergers,
and or acquisitions.
●
During Q3, 2020 the company reported a positive gross margin and
anticipates finishing Q4, 2020 with a positive gross
margin.
Management continues to believe there is great opportunity for
Exactus, and will navigate with relentless fiscal
responsibility.
To learn more about Exactus, Inc., visit the website at
www.exactushemp.com.
# # #
About Exactus:
Exactus Inc. (OTCQB:EXDI) is a leading producer and supplier of
hemp-derived ingredients and feminized hemp genetics. Exactus is
committed to creating a positive impact on society and the
environment promoting sustainable agricultural practices. Exactus
specializes in hemp-derived ingredients (CBD/CBG/CBC/CBN) and
feminized seeds that meet the highest standards of quality and
traceability. Through research and development, the Company
continues to stay ahead of market trends and regulations.
Exactus is at the forefront of product development for the
beverage, food, pets, cosmetics, wellness, and pharmaceutical
industries.
For more information about Exactus: www.exactusinc.com.
Investor Notice:
Investing in our securities involves a high degree of risk. Before
making an investment decision, you should carefully consider the
risks, uncertainties and forward-looking statements described under
"Risk Factors" in Item 1A of our most recent Form 10-K for the
fiscal year ended December 31, 2019 filed with the Securities and
Exchange Commission (the "SEC") on May 22, 2020, and in other
periodic and current reports we file with the SEC. If any of these
risks were to occur, our business, financial condition, or results
of operations would likely suffer. In that event, the value of our
securities could decline, and you could lose part or all of your
investment. The risks and uncertainties we describe are not the
only ones facing us. Additional risks not presently known to us or
that we currently deem immaterial may also impair our business
operations. In addition, our past financial performance may not be
a reliable indicator of future performance, and historical trends
should not be used to anticipate results in the future. See "Safe
Harbor" below.
Safe Harbor - Forward-Looking Statements:
The information provided in this press release may include
forward-looking statements relating to future events or the future
financial performance of Exactus, including statements concerning
harvest expectations, the impact of Exactus’ acquisition of
Green Goddess, LeVor Collection, and interests in the 2019 harvest
on its supply and product line expansion, Exactus’ ability to
monetize its harvest, Exactus’ ability to expand its product
lines and brands, the amount of future orders for Exactus products,
and Exactus’ future revenue, gross margins and working
capital. 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," "plans," "expects," "intends," "will,"
"potential," "hope" and similar expressions are intended to
identify forward-looking statements. These forward-looking
statements are based upon current expectations of Exactus 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 press release relating to Exactus may be found
in Exactus’ periodic and current filings with the SEC,
including the factors described in the sections entitled "Risk
Factors", copies of which may be obtained from the SEC's website at
www.sec.gov. Any forward-looking statement speaks only as of the
date on which such statement is made, and Exactus does not intend
to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise.
Exactus Contact:
Andrew Johnson
Chief Strategy Officer
Exactus Inc.
509-999-9695
ir@exactusinc.com
