Panacea Life Sciences Holdings, Inc 8-K, filed Jun 16, 2020
Panacea Life Sciences Holdings, Inc. (PLSH)
8-K
2020-06-16
For: 2020-06-11
View Original
Added on
April 06, 2026
About this 8-K
Panacea Life Sciences Holdings, Inc filed this 8-K on June 16, 2020, reporting on events of June 11, 2020.
Items reported
- 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): June 11,
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)).
Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Effective June 11,
2020, Julian Pittam was appointed to serve as a new member of our
Board of Directors.
Julian Pittam, age 51, is an experienced advisor to
start-up and fast-growing companies. From March 2019 to the
present, Mr. Pittam has been a non-executive Director of Urban
Markets Ltd., a company producing financial technology for the
residential property market. From December 2018 to March 2019, he
was a non-executive director of TCOC Ltd., a CBD wholesaler. From
March 2017 to January 2019, Mr. Pittam served as a non-executive
Director of Certua Ltd. a software-as-a-service firm focused on
financial technology and artificial intelligence. From January 2008
to September 2018 he was a Member of The Invicta Film Partnership,
a film finance firm. From February 2014 to February 2018, Mr.
Pittam was a non-executive Director of We Are Infinite Ltd., an
advertising technology firm. From March 2013 to March 2017, he was
a non-executive Director of Disciple Media Ltd., a creator of
Google and Apple-based apps for communities. From May 2015 to July
of 2016, Mr. Pittam was the Managing Director for Europe and Asia
for Enso Financial Management Ltd., a firm focused on balance sheet
and funding optimization for hedge funds.
Mr.
Pittam has not had any material direct or indirect interest in any
of our transactions or proposed transactions over the last two
years. Under the definition of independence set forth in Rule
4200(a)(15) of The NASDAQ Stock Market, Inc., Mr. Pittam is an
independent director.
In
connection with his appointment to the Board, Mr. Pittam was
awarded 1,000,000 shares of our common stock under the 2019 Equity
Incentive Plan. These shares vest 1/24th on the date of
grant, and 1/24th for each month
thereafter.
Also
effective June 11, 2020, Bobby Yampolsky resigned from his
positions as a Director and Chairman of the Board in order to
pursue other business ventures. There were no known disagreements
with Mr. Yampolsky regarding any
matter relating to our operations, policies, or
practices.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
On
June 15, 2020, we released the press release furnished herewith as
Exhibit 99.1.
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
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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:
June 16, 2020
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By: /s/ Kenneth
Puzder
Kenneth
PuzderChief Financial
Officer
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Exhibit 99.1
Exactus
Appoints Leading Business Expert, Julian Pittam to Chairman of the
Board of Directors
DELRAY BEACH, FL / June 15, 2020 / - Exactus, Inc. (OTCQB:
EXDI) (the “Company”) a leading supplier of
hemp-derived ingredients (CBD) and feminized hemp genetics,
announced today the appointment of executive business leader,
Julian Pittam to the Chairman of the Board.
“Julian
Pittam has been an investor and a friendly voice of wisdom since
our inception, and we are honored to have him join as Chairman of
the Board at this pivotal moment”, said Emiliano Aloi,
Exactus Interim Chief Executive Officer. “Julian brings an
impressive track record of over 20 years of extensive experience in
investment banking, innovation, and boardroom buildout. His
leadership will be vital to the continued development and success
of Exactus, including building a Board that both attracts and
proactively supports top tier management assets and developing the
right committees for integration of new business units as the
industry transitions into a massive consolidation
phase.”
Julian started his career at Bankers Trust in sales and trading. He
spent three years in Hong Kong and Singapore with Bankers Trust
before returning to London to work for Lehman Brothers in 1999.
After leaving Lehman in 2005 Julian became Partner and Managing
Director of Data Explorers where he grew the business exponentially
in six years until it was sold to Markit. Mr. Pittam then became
Head of EMEA for ENSO Financial until 2016 when it was sold. Julian
has since held Non-Executive Director roles at numerous companies
and is an early stage investor in companies that can demonstrate a
great idea but lack finance or business experience.
“Exactus has built an impressive leadership team and
foundation from which to grow. As a current shareholder of the
company, I am pleased to be appointed Chairman of the Board to help
build shareholder value”, said Julian Pittam.
Exactus
began 2020 with a goal of being the leader in the hemp industry and
the trajectory of that goal is being attained by developing a
strong foundation within the executive team, Board of Directors and
Advisory Board. Exactus has continued to make positive advances to
reach success through one of the most trying times in history.
Exactus is looking forward to achieving its goal of providing the
highest quality specialty cannabinoids, finished products and
offering white label services in the second half of the
year.
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.exactushemp.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.
Investor Relations
Andrew
Johnson
Chief
Strategy Officer
Exactus
Inc.
509-999-9695
ir@exactusinc.com
PR Contact
Kathleen
Gonzales
Elevated
Public Relations
kathleen@elevated-pr.com