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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Exactus Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-38190 Panacea Life Sciences Holdings, Inc. (Exact name of registrant as |
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| June 11, 2024 |
Exhibit 12.1 Alan T. Hawkins * Attorney at Law *Admitted to practice in Florida June 11, 2024 Panacea Life Sciences Holdings, Inc. 5910 South University Blvd., C18-193 Greenwood Village, CO 80121 Phone: 561-455-4822 Re: Panacea Life Sciences Holdings, Inc. Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as securities counsel to Panacea Life Sciences Holdings, Inc., a Nevada corp |
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| June 11, 2024 |
As filed with the Securities and Exchange Commission on June 11, 2024 File No. 024- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Panacea Life Sciences Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 5910 S. Unive |
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| June 11, 2024 |
EXHIBIT 4.1 FORM OF SUBSCRIPTION AGREEMENT PANACEA LIFE SCIENCES HOLDINGS INC. A NEVADA CORPORATION NOTICE TO INVESTORS Investing in the Common Stock Shares (the “Shares”) of Panacea Life Sciences Holdings Inc. (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefini |
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| May 16, 2024 |
Exhibit 10.1 |
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| May 16, 2024 |
Exhibit 99.1 Press Release Panacea Life Sciences and Sky Wellness Enter Agreement for Licensing, Marketing, Supply and Development of Sky Wellness CBD Products GOLDEN, Colo., May 16, 2024 — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea Life Sciences,” “PLSH” or the “Company”), a Colorado-based manufacturing, research and product development company in the natural health and wellness |
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| May 16, 2024 |
Other Events, Entry into a Material Definitive Agreement, 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): May 13, 2024 Panacea Life Sciences Holdings, Inc. |
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| May 7, 2024 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 3, 2024 Panacea Life Sciences Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38190 27-1085858 (State or jurisdiction of (Commission File (IRS Emp |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Lif |
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| April 1, 2024 |
Asset Purchase Agreement dated as of September 26, 2023 Exhibit 10.10 |
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| April 1, 2024 |
Exhibit 10.13 |
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| April 1, 2024 |
Certificate of Designation for Series N-7 Convertible Preferred Stock Exhibit 3.10 FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES N-7 CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on J |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Life Sci |
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| March 7, 2024 |
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): March 5, 2024 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| February 5, 2024 |
Asset Purchase Agreement dated January 29, 2024, by and between the Issuer and PLM Holdings, Inc. Exhibit 10.3 |
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| February 5, 2024 |
Exhibit 10.1 |
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| February 5, 2024 |
Entry into a Material Definitive Agreement, 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): January 29, 2024 Panacea Life Sciences Holdings, Inc. |
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| February 5, 2024 |
Exhibit 10.2 |
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| December 8, 2023 |
Exhibit 99.2 Unaudited financial statements of N7 Enterprises, Inc. for the six-month period ended June 30, 2023 and for the year ended December 31, 2022 N7 Enterprises Balance Sheets June 30, 2023 December 31, 2022 ASSETS Current Assets: Cash and Cash Equivalents $ 25,029 $ 94,294 Inventory 560,262 202,641 Total Current Assets 585,291 296,935 Long-Term Assets: Property, Plant, and Equipment, net |
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| December 8, 2023 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of N7 Enterprises Opinion on the Financial Statements We have audited the accompanying balance sheets of N7 Enterprises as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related not |
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| December 8, 2023 |
Unaudited pro forma condensed consolidated financial information Exhibit 99.3 Unaudited pro forma condensed consolidated financial information On September 30, 2023 Panacea Life Sciences Holdings, Inc. (the “Company”) acquired the assets of N7 Enterprises, Inc. (“N7”) pursuant to the Asset Purchase Agreement (the “Agreement”) with the shareholders of N7 and its founder Gary Wilder. As of the date of the Agreement, the Company had 650,000,000 authorized shares o |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2023 Panacea Life Sciences Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-38190 27-1085858 (State or jurisdiction o |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea |
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| October 5, 2023 |
Exhibit 10.6 FORM OF LEAK OUT AGREEMENT This LEAK-OUT AGREEMENT (the “Agreement”) is made as of September 30, 2023 (the “Effective Date”) by and between Panacea Life Sciences Holdings, Inc. a Nevada corporation, (the “Company”), and the undersigned (the “Stockholder”) of the Company. WHEREAS, to ensure the development of an orderly trading market in the Company’s common stock (“Common Stock”), the |
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| October 5, 2023 |
Exhibit 10.4 FORM OF Panacea Life Sciences Holdings, Inc. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made as of June 30, 2023, by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and Gary Wilder (“Consultant”). 1. Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services to the Company as |
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| October 5, 2023 |
Exhibit 10.2 FORM OF BILL OF SALE THIS BILL OF SALE (this “Bill of Sale”) is entered into on September 30, 2023, y and among Panacea Life Sciences Holdings, Inc., a Nevada corporation, or its assigns (“Buyer,” or “PLSH”), Lizard Juice, LLC, a Delaware limited liability company (“Lizard Juice”), Gary Wilder, an individual resident of Florida (“Wilder”), New Age Distribution, LLC, a Florida limited |
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| October 5, 2023 |
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): October 5, 2023 (September 30, 2023) Panacea Life Sciences Holdings, Inc. |
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| October 5, 2023 |
Exhibit 3.1 FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES N-7 CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on Ju |
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| October 5, 2023 |
Exhibit 99.1 Panacea Life Sciences Holdings, Inc. Completes Acquisition of N7 Enterprises With Eight Natural Health and Wellness Retail and One Distribution Center Locations in the Tampa, Florida area GOLDEN, Colo., October 5, 2023 Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingredient and product company, today announced it has acq |
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| October 5, 2023 |
Form of Asset Purchase Agreement dated as of June 30, 2023 Exhibit 10.1 FORM OF ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of June 30, 2023 (the “Signing Date”), by and among Panacea Life Sciences Holdings, Inc., a Nevada corporation, or its assigns (“Buyer,” or “PLSH”), Lizard Juice, LLC, a Delaware limited liability company (“Lizard Juice”), Gary Wilder, an individual resident of Florida (“Wilder”), New A |
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| October 5, 2023 |
Form of Pledge and Security Agreement Exhibit 10.3 FORM OF PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), made as of June 30, 2023, by and among Gary Wilder, a Florida resident (“Pledgor”) and Panacea Life Sciences Holdings, Inc., a Nevada corporation (“PLSH” and together with the Pledgor, the “Parties”). RECITALS WHEREAS, the Parties entered into that certain asset purchase agreement dated June 3 |
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| October 5, 2023 |
Exhibit 10.5 Panacea Life Sciences Holdings, Inc. 16194 West 45th Drive Golden, CO 80403 September 30, 2023 VIA EMAIL Gary Wilder 8565 Somerset Dr., Suite A Largo, FL 33770 Dear Mr. Wilder: This letter confirms the agreement (the “Agreement”) between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Buyer”) and Gary Wilder, an individual resident of Florida (“Wilder”), regarding tha |
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| October 2, 2023 |
Exhibit 99.1 Panacea Life Sciences Holdings, Inc. Continues Growth Trajectory with Acquisition of the PÜR LIFE Medical Franchise The company expands upon its vertical integration vision within the alternative remedies and therapies space. Golden, Colorado, October 2 2023 /Globe Newswire/ — Panacea Life Sciences Holdings, Inc. (OTCQB:PLSH) (“Panacea”, “PLSH” or the “Company”), today announced it ha |
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| October 2, 2023 |
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): October 2, 2023 Panacea Life Sciences Holdings, Inc. |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38190 CUSIP NUMBER 30066P102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Life |
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| July 10, 2023 |
Exhibit 10.2 |
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| July 10, 2023 |
Asset Purchase Agreement dated as of July 3, 2023** Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of July 3, 2023 (the “Signing Date”), by and among Panacea Life Sciences Holdings, Inc., a Nevada corporation, or its assigns (“Buyer,” or “PLSH”), Lizard Juice, LLC, a Delaware limited liability company (“Lizard Juice”), Gary Wilder, an individual resident of Florida (“Wilder”), New Age Distri |
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| July 10, 2023 |
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): July 3, 2023 Panacea Life Sciences Holdings, Inc. |
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| July 10, 2023 |
Exhibit 99.1 RELEASE NO. 1 Panacea Life Sciences Holdings, Inc. Adopts Diversification Plan: Vegan, Organic, Nutraceuticals, Alternative Health and Wellness Products and Investigative Research Plans for Psylocibin and other Psychedelics. GOLDEN, Colo., July 7, 2023 (GLOBE NEWSWIRE) — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingre |
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| July 10, 2023 |
Exhibit 99.2 RELEASE NO 2 Panacea Life Sciences Holdings, Inc. Enters Into Agreement to Natural Health and Wellness Chain of Retail Locations in Tampa, Florida GOLDEN, Colo., July 10, 2023 (GLOBE NEWSWIRE) — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingredient and product company, today announced it has entered into agreements to |
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| July 10, 2023 |
Exhibit 99.3 |
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| June 23, 2023 |
EXDI / Exactus Inc / Buttorff Leslie Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Panacea Life Sciences Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69810P109 (CUSIP Number) 5910 South University Blvd, C18-193 Greenwood Village CO 80121 (Name, Address and Telephone Number of Person |
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| June 2, 2023 |
Form of Restricted Stock Agreement EXHIBIT 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of , sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Panacea Life Sciences Holdings, Inc. a Nevada corporation (the “Company”), to (the “Recipient”). WHEREAS, pursuant to the Company’s Amended and Restated 2021 Equity Incentive Plan (the “Plan”), |
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| June 2, 2023 |
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): May 26, 2023 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Lif |
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| March 30, 2023 |
Amended and Restated 2021 Equity Incentive Plan* Exhibit 10.20 Panacea Life Sciences Holdings, Inc. Amended and Restated 2021 Equity Incentive Plan 1. Scope of Plan; Definitions. (a) This Amended and Restated 2021 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Panacea Life Sciences Holdings, Inc. (the “Company”) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employ |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Life Sci |
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| March 30, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PANACEA LIFE SCIENCES HOLDINGS, INC. (a Nevada corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a President and by th |
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| March 30, 2023 |
Description of securities registered under Section 12 of the Exchange Act of 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized Capital Stock The total number of shares of stock Panacea Life Sciences Holdings, Inc. is authorized to issue shall be 700,000,000 shares. This stock shall be divided into two classes to be designated as “Common Stock” and “Preferred Stock.” Common Stock The total number of authorize |
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| February 14, 2023 |
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): February 14, 2023 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| January 23, 2023 |
Other Events, 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): January 23, 2023 (January 23, 2023) Panacea Life Sciences Holdings, Inc. |
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| January 23, 2023 |
Panacea Announces Letter of Intent to Acquire N7 Enterprises, Inc. Exhibit 99.1 Panacea Announces Letter of Intent to Acquire N7 Enterprises, Inc. Panacea Life Sciences Holdings, Inc. GOLDEN, Colo., January 23, 2023 (GLOBE NEWSWIRE) — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea or PLSH” or the “Company”), a Colorado-based manufacturing, research and product development company in the natural health and wellness industry, announced today that the |
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| December 27, 2022 |
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 21, 2022 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Life |
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| July 22, 2022 |
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): July 21, 2022 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38190 Panace |
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| June 27, 2022 |
CORRESP 1 filename1.htm EDWARD H. SCHAUDER DIRECT DIAL: ADMITTED IN NEW YORK ONLY (561) 227-4560 EMAIL ADDRESS: [email protected] June 27, 2022 VIA FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4631 Attn: Jeanne Baker Re: Panacea Life Sciences Holdings, Inc. Form 10-K for the Fiscal Year Ended Dece |
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| June 10, 2022 |
Regulation FD Disclosure, 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 8, 2022 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| June 10, 2022 |
Exhibit 99.1 |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38190 Panace |
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| May 17, 2022 |
DIRECT DIAL: EDWARD H. SCHAUDER (561) 227-4560 ADMITTED IN NEW YORK ONLY EMAIL ADDRESS: [email protected] May 17, 2022 VIA FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4631 Attn: Jeanne Baker Re: Panacea Life Sciences Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 File No. 00 |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Lif |
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| May 3, 2022 |
Regulation FD Disclosure, 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): May 3, 2022 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| May 3, 2022 |
Exhibit 99.1 |
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| April 29, 2022 |
Certificate of Withdrawal for Series A Exhibit 3.10 |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38190 Panace |
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| April 5, 2022 |
EXDI / Exactus Inc / Kesner Harvey J - SCHEDULE 13D/A (AMENDMENT NO. 3) Activist Investment SC 13D/A 1 plsh0404sch13da3.htm SCHEDULE 13D/A (AMENDMENT NO. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Panacea Life Sciences Holdings, Inc. (formerly, Exactus, Inc.) (Name of Issuer) Common Shares (Title of Class of Securities) 69810P109 (CUSIP Number) Paradox Capital Partners, LLC 1500 E. |
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| March 31, 2022 |
Description of securities registered under Section 12 of the Exchange Act of 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized Capital Stock The total number of shares of stock Panacea Life Sciences Holdings, Inc. is authorized to issue shall be 700,000,000 shares. This stock shall be divided into two classes to be designated as ?Common Stock? and ?Preferred Stock.? Common Stock The total number of authorize |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea Life Sci |
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| March 31, 2022 |
Amended and Restated 2021 Equity Incentive Plan* Exhibit 10.20 Panacea Life Sciences Holdings, Inc. Amended and Restated 2021 Equity Incentive Plan 1. Scope of Plan; Definitions. (a) This Amended and Restated 2021 Equity Incentive Plan (the ?Plan?) is intended to advance the interests of Panacea Life Sciences Holdings, Inc. (the ?Company?) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employ |
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| March 31, 2022 |
EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF PANACEA LIFE SCIENCES HOLDINGS, INC. (a Nevada corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a President and by th |
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| March 4, 2022 |
Exhibit 10.1 Execution Copy EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?) is made as of the 3rd day of March, 2022 by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the ?Company?), and the holder signatory hereto (the ?Holder?). WHEREAS, the Company and the Holder entered into a share exchange agreement on February 12, 2021 pursuant to which the Company issu |
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| March 4, 2022 |
Form of Registration Rights Agreement** Exhibit 10.4 Execution Copy REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 3, 2022, between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the ?Company?), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the ?Holder?). WHEREAS, the Company and the Holder entered into a Share Ex |
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| March 4, 2022 |
Exhibit 10.3 Execution Copy NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E |
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| March 4, 2022 |
Form of Original Issue Discount Senior Convertible Promissory Note Exhibit 10.2 Execution Copy NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| March 4, 2022 |
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): March 3, 2022 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| December 29, 2021 |
Letter from RBSM LLP, dated December 28, 2021 EX-16.1 2 ex16-1.htm EXHIBIT 16.1 RBSM LLP HENDERSON, NV December 28, 2021 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Panacea Life Sciences Holdings, Inc. (the “Company”) of Form 8-K dated December 28, 2021, and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agre |
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| December 29, 2021 |
Changes in Registrant's Certifying Accountant, 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 28, 2021 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| December 20, 2021 |
Form of Promissory Note issued to Leslie Buttorff (PANACEA LIFE SCIENCES HOLDINGS) EX-10.7 9 ex10-7.htm Exhibit 10.7 EXACTUS, INC. PROMISSORY NOTE Issuance Date: July 1, 2021 $1,000,000 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES HOLDINGS, INC., a Nevada corporation (the “Borrower”), having its principal place of business and mailing address at 5910 South University Blvd., C18-193, Greenwood Village, Colorado 80121, hereby unconditionally agrees and promises to pay to the order, L |
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| December 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 2 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| December 20, 2021 |
Form of Promissory Note issued to Leslie Buttorff (Panacea) Exhibit 10.6 PANACEA LIFE SCIENCES, INC. PROMISSORY NOTE Issuance Date: June 30, 2021 $1,624,000 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES, INC., a Colorado corporation (the ?Borrower?), having its principal place of business and mailing address at 16194 West 45th Avenue, Golden, Colorado 80403, hereby unconditionally agrees and promises to pay to the order, Leslie Buttorff and/or its successors a |
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| December 20, 2021 |
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 17, 2021 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| December 20, 2021 |
Certificate of Designation for Series C-1 Preferred Stock EX-3.8 3 ex3-8.htm Exhibit 3.8 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-1 CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of PANACEA LIFE SCIENCES HOLDINGS, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written co |
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| December 20, 2021 |
EX-10.1 5 ex10-1.htm Exhibit 10.1 EXACTUS, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2021 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Exactus, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f) of the U |
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| December 20, 2021 |
Form of Promissory Note issued to Quintel-MC Incorporated (Panacea) EX-10.5 7 ex10-5.htm Exhibit 10.5 PANACEA LIFE SCIENCES, INC. PROMISSORY NOTE Issuance Date: June 30, 2021 $4,062,713.72 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES, INC., a Colorado corporation (the “Borrower”), having its principal place of business and mailing address at 16194 West 45th Avenue, Golden, Colorado 80403, hereby unconditionally agrees and promises to pay to the order, Quintel-MC, Inc |
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| December 20, 2021 |
Certificate of Designation for Series D Preferred Stock Exhibit 3.9 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the ?Corporation?), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 29, 2021; WHEREAS, the Board o |
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| December 20, 2021 |
Certificate of Designation for Series C Preferred Stock Exhibit 3.7 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of PANACEA LIFE SCIENCES HOLDINGS, Inc., a Nevada corporation (the ?Corporation?), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 29, 202 |
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| December 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| December 20, 2021 |
Exhibit 10.9 Exactus, Inc. Assignment of LLC Membership Interest THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this ?Assignment?) is made as, of this June 30, 2021 (the ?Effective Date?), by and between Paradox Capital Partners, LLC, a New Jersey limited liability company (?Assignee?) and shareholder of Exactus, Inc. a Nevada corporation (?Assignor?) concerning the limited liability membership inter |
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| December 20, 2021 |
Employment Agreement dated June 30, 2021 – Leslie Buttorff* Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), dated as of June 30, 2021 by and between Exactus, Inc. (the ?Company?), and Leslie Buttorff (the ?Executive?) shall commence on July 1, 2021 (the ?Commencement Date?) and replaces in its entirety that certain Employment Agreement, dated as of December 31, 2017 with Executive and Panacea Life Sciences, Inc. WHEREAS, the |
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| December 20, 2021 |
Exhibit 10.8 Portions of this exhibit indicated by ?[*]? have been omitted as permitted by the rules of the Securities and Exchange Commission (the ?SEC?). The information excluded is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The Company undertakes to submit a marked copy of this exhibit for review by the SEC staff, to the extent it has not been previousl |
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| December 17, 2021 |
Certificate of Designation for Series D Preferred Stock Exhibit 3.9 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the ?Corporation?), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 29, 2021; WHEREAS, the Board o |
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| December 17, 2021 |
Form of Promissory Note issued to Quintel-MC Incorporated (Panacea) Exhibit 10.5 PANACEA LIFE SCIENCES, INC. PROMISSORY NOTE Issuance Date: June 30, 2021 $4,062,713.72 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES, INC., a Colorado corporation (the ?Borrower?), having its principal place of business and mailing address at 16194 West 45th Avenue, Golden, Colorado 80403, hereby unconditionally agrees and promises to pay to the order, Quintel-MC, Incorporated, a Colorado |
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| December 17, 2021 |
Exhibit 10.8 Portions of this exhibit indicated by ?[*]? have been omitted as permitted by the rules of the Securities and Exchange Commission (the ?SEC?). The information excluded is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The Company undertakes to submit a marked copy of this exhibit for review by the SEC staff, to the extent it has not been previousl |
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| December 17, 2021 |
Exhibit 99.2 Audited financial statements of Panacea Life Sciences, Inc. for the years ended December 31, 2020 and 2019 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Panacea Life Sciences, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Panacea Life Sciences, Inc. (the Company) as of December 31, 20 |
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| December 17, 2021 |
Form of Promissory Note issued to Leslie Buttorff (PANACEA LIFE SCIENCES HOLDINGS) EX-10.7 9 ex10-7.htm Exhibit 10.7 EXACTUS, INC. PROMISSORY NOTE Issuance Date: July 1, 2021 $1,000,000 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES HOLDINGS, INC., a Nevada corporation (the “Borrower”), having its principal place of business and mailing address at 5910 South University Blvd., C18-193, Greenwood Village, Colorado 80121, hereby unconditionally agrees and promises to pay to the order, L |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| December 17, 2021 |
Certificate of Designation for Series C-1 Preferred Stock Exhibit 3.8 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-1 CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of PANACEA LIFE SCIENCES HOLDINGS, Inc., a Nevada corporation (the ?Corporation?), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 29, 2 |
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| December 17, 2021 |
Unaudited pro forma condensed combined financial information Exhibit 99.4 Unaudited pro forma condensed combined financial information On June 30, 2021, Panacea Life Sciences Holdings, Inc. (formerly Exactus, Inc.) (the ?Company? and/or ?EXDI?) acquired Panacea Life Sciences, Inc. (?Panacea?) pursuant to a Securities Exchange Agreement (the ?Agreement?) with the shareholders of Panacea including its founder Leslie Buttorff and 22nd Century Group, Inc., (?XX |
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| December 17, 2021 |
Employment Agreement dated June 30, 2021 – Leslie Buttorff* Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), dated as of June 30, 2021 by and between Exactus, Inc. (the ?Company?), and Leslie Buttorff (the ?Executive?) shall commence on July 1, 2021 (the ?Commencement Date?) and replaces in its entirety that certain Employment Agreement, dated as of December 31, 2017 with Executive and Panacea Life Sciences, Inc. WHEREAS, the |
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| December 17, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A Amendment No 1 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 17, 2021 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| December 17, 2021 |
Exhibit 10.9 Exactus, Inc. Assignment of LLC Membership Interest THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this ?Assignment?) is made as, of this June 30, 2021 (the ?Effective Date?), by and between Paradox Capital Partners, LLC, a New Jersey limited liability company (?Assignee?) and shareholder of Exactus, Inc. a Nevada corporation (?Assignor?) concerning the limited liability membership inter |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| December 17, 2021 |
Exhibit 10.1 EXACTUS, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2021 Equity Incentive Plan (the ?Plan?) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Exactus, Inc., a Nevada corporation (the ?Company?), and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal |
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| December 17, 2021 |
Form of Promissory Note issued to Leslie Buttorff (Panacea) Exhibit 10.6 PANACEA LIFE SCIENCES, INC. PROMISSORY NOTE Issuance Date: June 30, 2021 $1,624,000 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES, INC., a Colorado corporation (the ?Borrower?), having its principal place of business and mailing address at 16194 West 45th Avenue, Golden, Colorado 80403, hereby unconditionally agrees and promises to pay to the order, Leslie Buttorff and/or its successors a |
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| December 17, 2021 |
Certificate of Designation for Series C Preferred Stock EX-3.7 2 ex3-7.htm Exhibit 3.7 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of PANACEA LIFE SCIENCES HOLDINGS, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written cons |
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| December 1, 2021 |
Entry into a Material Definitive Agreement 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): November 30, 2021 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| November 24, 2021 |
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): November 18, 2021 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| November 24, 2021 |
Form of Original Issue Discount Senior Convertible Promissory Note EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| November 24, 2021 |
EX-10.3 4 ex10-3.htm EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| November 24, 2021 |
Form of Registration Rights Agreement** EX-10.4 5 ex10-4.htm EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2021, between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and , an (the “Investor”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company an |
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| November 24, 2021 |
Form of Securities Purchase Agreement** EX-10.1 2 ex10-1.htm EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 18, 2021, is by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation (the “Company”), and , an (the “Investor”). RECITALS A. The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securitie |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Panacea |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38190 CUSIP NUMBER 30066P102 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tr |
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| October 29, 2021 |
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): October 25, 2021 PANACEA LIFE SCIENCES HOLDINGS, INC. |
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| October 29, 2021 |
EX-3.1 2 ex3-1.htm Exhibit 3.1 |
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| October 29, 2021 |
Certificate of Designation for Series C-2 Preferred Stock EX-3.2 8 ex3-2.htm Exhibit 3.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-2 CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on October 21, 20 |
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| October 21, 2021 |
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): October 17, 2021 EXACTUS, INC. |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement EXACTUS, INC. (Name of Registrant as |
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| September 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement EXACTUS, INC. (Name of Registrant as |
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| September 16, 2021 |
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): September 10, 2021 EXACTUS, INC. |
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| August 23, 2021 |
Employment Agreement dated June 30, 2021 – Leslie Buttorff* Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), dated as of June 30, 2021 by and between Exactus, Inc. (the ?Company?), and Leslie Buttorff (the ?Executive?) shall commence on July 1, 2021 (the ?Commencement Date?) and replaces in its entirety that certain Employment Agreement, dated as of December 31, 2017 with Executive and Panacea Life Sciences, Inc. WHEREAS, the |
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| August 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Exactus, Inc |
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| August 23, 2021 |
Exhibit 10.9 Exactus, Inc. Assignment of LLC Membership Interest THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this ?Assignment?) is made as, of this June 30, 2021 (the ?Effective Date?), by and between Paradox Capital Partners, LLC, a New Jersey limited liability company (?Assignee?) and shareholder of Exactus, Inc. a Nevada corporation (?Assignor?) concerning the limited liability membership inter |
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| August 23, 2021 |
Form of Promissory Note issued to Quintel-MC Incorporated (Panacea) Exhibit 10.5 PANACEA LIFE SCIENCES, INC. PROMISSORY NOTE Issuance Date: June 30, 2021 $4,062,713.72 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES, INC., a Colorado corporation (the ?Borrower?), having its principal place of business and mailing address at 16194 West 45th Avenue, Golden, Colorado 80403, hereby unconditionally agrees and promises to pay to the order, Quintel-MC, Incorporated, a Colorado |
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| August 23, 2021 |
Form of Promissory Note issued to Leslie Buttorff (Exactus) Exhibit 10.7 EXACTUS, INC. PROMISSORY NOTE Issuance Date: July 1, 2021 $1,000,000 FOR VALUE RECEIVED, EXACTUS, INC., a Nevada corporation (the ?Borrower?), having its principal place of business and mailing address at 5910 South University Blvd., C18-193, Greenwood Village, Colorado 80121, hereby unconditionally agrees and promises to pay to the order, Leslie Buttorff and/or its successors and ass |
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| August 23, 2021 |
Certificate of Designation for Series C-1 Preferred Stock Exhibit 3.8 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-1 CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the ?Corporation?), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 29, 2021; WHEREAS, the Board |
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| August 23, 2021 |
Certificate of Designation for Series D Preferred Stock Exhibit 3.9 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the ?Corporation?), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 29, 2021; WHEREAS, the Board o |
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| August 23, 2021 |
Certificate of Designation for Series C Preferred Stock Exhibit 3.7 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the ?Corporation?), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on June 29, 2021; WHEREAS, the Board o |
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| August 23, 2021 |
Exhibit 10.8 Portions of this exhibit indicated by ?[*]? have been omitted as permitted by the rules of the Securities and Exchange Commission (the ?SEC?). The information excluded is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The Company undertakes to submit a marked copy of this exhibit for review by the SEC staff, to the extent it has not been previousl |
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| August 23, 2021 |
Exhibit 10.1 EXACTUS, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2021 Equity Incentive Plan (the ?Plan?) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Exactus, Inc., a Nevada corporation (the ?Company?), and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal |
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| August 23, 2021 |
Form of Promissory Note issued to Leslie Buttorff (Panacea) Exhibit 10.6 PANACEA LIFE SCIENCES, INC. PROMISSORY NOTE Issuance Date: June 30, 2021 $1,624,000 FOR VALUE RECEIVED, PANACEA LIFE SCIENCES, INC., a Colorado corporation (the ?Borrower?), having its principal place of business and mailing address at 16194 West 45th Avenue, Golden, Colorado 80403, hereby unconditionally agrees and promises to pay to the order, Leslie Buttorff and/or its successors a |
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| August 17, 2021 |
NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38190 CUSIP NUMBER 30066P102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo |
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| July 9, 2021 |
EXDI / Exactus Inc / 22nd Century Group, Inc. Passive Investment SC 13G 1 ccw17.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Exactus, Inc. (Name of Issuer) Common stock, par value of $0.0001 (Title of Class of Securities) 30066P102 (CUSIP Number) June 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| July 8, 2021 |
Regulation FD Disclosure, 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): July 8, 2021 EXACTUS, INC. |
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| July 8, 2021 |
Exhibit 99.1 |
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| July 7, 2021 |
Exhibit 99.1 Exactus Joins with Panacea Life Sciences to Create Premier CBD Wellness Platform Leslie Buttorff, Founder of Panacea, To Lead Combined Companies as Chief Executive Officer DELRAY BEACH, FL / July 1, 2021 / Exactus, Inc. (OTCQB:EXDI) (the ?Company?) a leading supplier of hemp-derived ingredients (CBD/CBG), today announced the acquisition of Panacea Life Sciences, Inc. Panacea, which wa |
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| July 7, 2021 |
Form of Indemnification Agreement* Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of June 30, 2021 by and between Panacea Life Sciences Holdings, Inc., a Nevada corporation f/k/a Exactus, Inc. (the “Company”), and (the “Indemnitee”) and replaces any and all Indemnification Agreements previously entered into between the parties. WHEREAS, competent and experienced persons ar |
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| July 7, 2021 |
Exhibit 3.2 AMENDMENT TO THE BY-LAWS OF PANECEA LIFE SCIENCES HOLDINGS, INC. The By-Laws (the ?Bylaws?) of PANACEA LIFE SCIENCES HOLDINGS, INC. (f/k/a Exactus, Inc.; f/k/a Solid Solar Energy, Inc.), a Nevada corporation (the ?Corporation?), are hereby amended as follows: The Preamble to the Bylaws is deleted in its entirety and replaced with the following: ?BYLAWS OF PANACEA LIFE SCIENCES HOLDINGS |
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| July 7, 2021 |
Amended Articles of Incorporation Exhibit 3.1 ARTICLES OF INCORPORATION OF PANACEA LIFE SCIENCES HOLDINGS, INC. A Nevada Corporation ARTICLE I NAME The name of the corporation is Panacea Life Sciences Holdings, Inc. (the "Corporation"). ARTICLE II RESIDENT AGENT AND REGISTERED OFFICE The name and address of the Corporation's resident agent for service of process is National Registered Agents, Inc. of NV, 701 S Carson St., Ste 200, |
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| July 7, 2021 |
Form of Securities Exchange Agreement EX-10 4 ex10-1.htm FORM OF SECURITIES EXCHANGE AGREEMENT Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of June 30, 2021, is entered into by and among Exactus, Inc., a Nevada corporation (the “Parent”), Panacea Life Sciences, Inc., a Colorado corporation (the “Company”), and the shareholders of the Company who executed this Agreement (eac |
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| July 7, 2021 |
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 30, 2021 EXACTUS, INC. |
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| June 29, 2021 |
EX-3.2 3 ex3-2.htm CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-1 CONVERTIBLE PREFERRED STOCK Exhibit 3.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-1 CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions w |
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| June 29, 2021 |
EX-3 2 ex3-1.htm CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were du |
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| June 29, 2021 |
EX-3 4 ex3-3.htm CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK Exhibit 3.3 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK The undersigned, Chief Executive Officer of Exactus, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were du |
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| June 29, 2021 |
Exhibit 10.1 2021 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2021 Equity Incentive Plan (the ?Plan?) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to , a Nevada corporation (the ?Company?), and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as a |
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| June 29, 2021 |
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 28, 2021 EXACTUS, INC. |
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| June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response 1.00 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A 10-Q/A 1 exdi10qmar2021.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 exdi10qmar2021.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co |
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| May 17, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 001-38190 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Exactus, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 30066P102 (CUSIP Number) Paradox Capital Partners, LLC 1500 E. Las Olas Blvd Ft. Lauderdale, FL 33301 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| April 30, 2021 |
EX-10.1 2 ex10-1.htm NOTE AND LOAN AGREEMENT Exhibit 10.1 |
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| April 30, 2021 |
Entry into a Material Definitive Agreement, 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): April 26, 2021 EXACTUS, INC. |
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| April 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2020 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-38190 Exactus, Inc |
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| April 23, 2021 |
Settlement and Release Agreement with Creed2Med, LLC Exhibit 10.6 This binding Settlement and Release Agreement (the ?Agreement?) is made as of the last date set forth below (the ?Effective Date?), by and between Exactus, Inc. (the ?Company?), Ceed2Med, LLC (?C2M?), Vladislav (Bobby) Yampolsky (?BY?) and Jamie Goldstein (?JG?) (hereinafter referred to from time to time collectively as the ?Parties? and individually as a ?Party?). WHEREAS, on January |
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| April 15, 2021 |
10-K 1 exdi10kdec312020.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2020 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number |
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| April 15, 2021 |
EX-10 2 ex10-3.htm EHIBIT 10.3 Exhibit 10.3 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement ”) is made as of Feburary 3rd, 2020 (the "Effective Date" ), by and between HTO Holdings Inc., a corporation under the laws of the State of Delaware, having a place of business at 78000 Fred Waring Dr. Ste 103. Palm Desert CA, 92211, (" Supplier"), and Exactus, Inc., a corporation existing and organ |
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| April 6, 2021 |
Submission of Matters to a Vote of Security Holders 8-K 1 exdi8kmar312021.htm CURRENT REPORT 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): March 31, 2021 EXACTUS, INC. (Exact name of the registrant as specified in its charter) Nevada 000-55828 27-1085858 (State or other jurisdiction |
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| March 30, 2021 |
NT 10-K 1 form12b25-03302021110340.htm OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-183360 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N |
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| February 18, 2021 |
Securities Purchase Agreement (redacted)+ EX-10 3 ex10-1.htm MATERIAL CONTRACTS Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of February , 2021 among 3i, LP, a Delaware limited partnership (the “Seller”), , LLC, a Delaware limited liability company (the “Purchaser”), and Exactus, Inc., a Nevada corporation (the “Company”, each of the Seller, Purchaser, or Company a “Party”, an |
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| February 18, 2021 |
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): February 16, 2021 EXACTUS, INC. |
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| February 18, 2021 |
Exhibit 10.2 EXCHANGE AGREEMENT This Exchange Agreement (this ?Agreement?), dated effective as of the purchase of the Exchanged Note (as defined below), is made by and among Exactus, Inc., a Nevada corporation (the ?Company?), and LLC as the to-be holder of the Exchanged Note (the ?Holder?). WHEREAS, the Holder is purchasing the convertible note as more specifically set forth on Exhibit A attached |
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| February 18, 2021 |
Certificate of Designation for Series A Preferred Stock EX-4.1 2 ex4-1.htm INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES Exhibit 4.1 |
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| February 17, 2021 |
EXHIBIT A TO AMENDMENT NO. 1 SCHEDULE 13 D FOR EXACTUS, INC. Harvey Kesner is the original founder of the Issuer and a significant investor/shareholder. He intends to participate in making recommendations for appointment of officers and/or directors and a broad range of operational and strategic matters. Since late 2020, Mr. Kesner and the Issuer have had and expect to continue to have discussions |
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| February 17, 2021 |
SC 13D/A 1 exdi0214sch13dakesner.htm SCHEDULE 13D/A (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Exactus, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 30066P102 (CUSIP Number) Paradox Capital Partners, LLC 1500 E. Las Olas Blvd Ft. Lauderdale, FL 33301 (Name |
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| February 8, 2021 |
TO SCHEDULE 13 D FOR EXACTUS, INC. EX-1 2 exdi1117sch13dkesnerexha.htm EXHIBIT A EXHIBIT A TO SCHEDULE 13 D FOR EXACTUS, INC. Harvey Kesner is the original founder of the Issuer and a significant investor/shareholder. He intends to participate in making recommendations for appointment of officers and/or directors and a broad range of operational and strategic matters. Mr. Kesner and the Issuer have had and expect to continue to hav |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Exactus, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 30066P102 (CUSIP Number) Paradox Capital Partners, LLC 1500 E. Las Olas Blvd Ft. Lauderdale, FL 33301 (Name, Address and Telephone Number of Person Authorized to Receive Notices an |
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| January 27, 2021 |
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): January 22, 2021 EXACTUS, INC. |
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| January 27, 2021 |
EX-99.1 3 ex99-1.htm PRESS RELEASE Exhibit 99.1 Exactus, Inc. Announces 2021 Debt Reduction and Settlement of Claims - Settlements of over $1,250,000 in Liabilities - - Preferred Stock Conversions - DELRAY BEACH, FL / January 25, 2020 / Exactus, Inc. (OTCQB: EXDI) (the “Company”) provides a series of announcements including 1) overall debt reduction of approximately $1,250,000; 2) settlement of ou |
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| January 27, 2021 |
Agreement (redacted) with Dr. Krassen Dimitrov, Digital Diagnostic, Inc. and KD Innovation, Ltd.+ Exhibit 10.2 SETTLEMENT AGREEMENT [Note – Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The redacted information is indicated with brackets.] A. Definitions. Common Stock means the common stock, par value $0.0001 per share, of Exactus, Inc. Consulting Agreement means that certain |
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| December 28, 2020 |
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 22, 2020 EXACTUS, INC. |
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| December 11, 2020 |
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 femin |
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| December 11, 2020 |
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. |
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| December 11, 2020 | ||
| November 30, 2020 |
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): November 19, 2020 EXACTUS, INC. |
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| November 18, 2020 |
Exhibit 10.1 TERMINATION AGREEMENT This Termination Agreement, dated November 13, 2020 (the "Termination Agreement"), between Canntab Therapeutics Limited (“Canntab”) and Exactus, Inc., (“Exactus” and together with Canntab, the “Parties”). WHEREAS, the Parties entered into a non-exclusive distribution and profit sharing agreement dated November 19, 2019 (the “Distribution Agreement”); WHEREAS, the |
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| November 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Exactus |
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| November 16, 2020 |
OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| November 3, 2020 |
Unregistered Sales of Equity Securities - CURRENT REPORT 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): October 28, 2020 EXACTUS, INC. |
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| September 21, 2020 |
Exhibit 10.1 |
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| September 21, 2020 |
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): September 15, 2020 EXACTUS, INC. |
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| August 19, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Exactus, Inc |
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| August 14, 2020 |
OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| July 2, 2020 |
Exactus, Inc. Reports First Quarter 2020 Financial Results Exhibit 99.1 Exactus, Inc. Reports First Quarter 2020 Financial Results First Quarter 2020 Highlights ● Total Net Revenue of $836,000 ● Continuation of Sales & Marketing Buildout ● Restructuring of Company and Board of Directors ● Began Biomass Inventory Extraction Process ● During Q2 2020, The Company Received PPP Funds and an SBA Loan DELRAY BEACH, FL / July 1, 2020 / - Exactus, Inc. (OTCQB: EXD |
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| July 2, 2020 |
Exhibit 99.2 Operator: Ladies and gentlemen, thank you for standing-by and welcome to Exactus Inc.’s First Quarter 2020 Earnings Conference Call. My name is and I will be the conference operator today. At this time, all participants are in a listen-only mode and as a reminder this conference call is being recorded. On June 30th, Exactus issued a news release announcing the company’s financial resu |
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| July 2, 2020 |
Regulation FD Disclosure, 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): July 1, 2020 EXACTUS, INC. |
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| June 30, 2020 |
Exhibit 99.1 |
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| June 30, 2020 |
Regulation FD Disclosure, 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 26, 2020 EXACTUS, INC. |
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| June 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38190 Exactus, In |
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| June 30, 2020 |
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 24, 2020 EXACTUS, INC. |
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| June 30, 2020 |
Exhibit 10.1 |
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| June 29, 2020 |
OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| June 22, 2020 |
Regulation FD Disclosure, 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 22, 2020 EXACTUS, INC. |
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| June 22, 2020 | ||
| June 16, 2020 |
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. |
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| June 16, 2020 |
Exactus Appoints Leading Business Expert, Julian Pittam to Chairman of the Board of Directors 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 |
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| May 26, 2020 |
Exactus, Inc. Reports 2019 Year End Results Exhibit 99.1 Exactus, Inc. Reports 2019 Year End Results Year End 2019 Highlights ● Completed first harvest ● Entered into multiple supply agreements with industry leaders ● Built a foundation for mainstream adoption ● Solidified our footprint in the hemp industry ● During Q1 2020, purchase orders for approximately $900,000 of CBD and CBG products have been received. DELRAY BEACH, FL / May 26, 202 |
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| May 26, 2020 |
Regulation FD Disclosure, 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): May 26, 2020 EXACTUS, INC. |
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| May 26, 2020 |
Exhibit 99.2 Operator: Ladies and gentlemen, thank you for standing-by and welcome to Exactus Inc.’s Year End 2019 Earnings Conference Call. My name is Dean and I will be the conference operator today. At this time, all participants are in a listen-only mode and as a reminder this conference call is being recorded. On May 22nd, Exactus issued a news release announcing the company’s financial resul |
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| May 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2019 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .. Commission File Number: 001-38190 Exactus, Inc (Exact name of |
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| May 22, 2020 |
Exhibit 10.38 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of May 20, 2020, by and between Exactus, Inc., a Nevada corporation, (the “Company”), and 3i, LP, a Delaware limited partnership, (“Holder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in that certain Securities Purchase Agreeme |
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| May 22, 2020 |
AMENDMENT TO THE SUPPLY AGREEMENT EX-10 3 ex10-37.htm MATERIAL CONTRACTS Exhibit 10.37 AMENDMENT TO THE SUPPLY AGREEMENT THIS AMENDMENT TO THE SUPPLY AGREEMENT (this Amendment ) is made as of March 28th, 2020 (the "Effective Date"), by and between HTO Holdings Inc., a corporation under the laws of the State of Delaware, having a place of business at 78000 Fred Waring Dr. Ste 103. Palm Desert CA, 92211, (" Supplier"), and Exactus I |
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| May 22, 2020 |
Exhibit 10.36 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement ”) is made as of Feburary 3rd, 2020 (the "Effective Date" ), by and between HTO Holdings Inc., a corporation under the laws of the State of Delaware, having a place of business at 78000 Fred Waring Dr. Ste 103. Palm Desert CA, 92211, (" Supplier"), and Exactus, Inc., a corporation existing and organized under the laws of the Nev |
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| May 15, 2020 |
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): May 15, 2020 EXACTUS, INC. |
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| May 14, 2020 |
OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| May 5, 2020 |
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): April 29, 2020 EXACTUS, INC. |
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| April 29, 2020 |
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): April 24, 2020 EXACTUS, INC. |
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| April 2, 2020 |
Entry into a Material Definitive Agreement 8-K 1 exdi8kmar282020.htm CURRENT REPORT 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): March 28, 2020 EXACTUS, INC. (Exact name of the registrant as specified in its charter) Nevada 000-55828 27-1085858 (State or other jurisdiction |
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| March 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A Amendment No. |
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| March 16, 2020 |
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): February 4, 2020 EXACTUS, INC. |
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| February 20, 2020 |
Exhibit 99.1 Exactus Inc. appoints Derek Du Chesne as Chief Growth Office and announces Company to present at NobleCon16 DELRAY BEACH, Fla., February 18, 2020 (GLOBE NEWSWIRE) – Exactus, Inc. (OTCQB:EXDI) (the “Company”), a hemp farmer and manufacturer of hemp-derived phytocannabinoid products, today announced that it has appointed Derek Du Chesne as Chief Growth Officer and the company will be pr |
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| February 20, 2020 |
Exhibit 10.1 |
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| February 20, 2020 |
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): February 18, 2020 EXACTUS, INC. |
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| February 18, 2020 |
Regulation FD Disclosure, 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): February 18, 2020 EXACTUS, INC. |
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| February 18, 2020 |
Exhibit 99.1 |
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| February 6, 2020 |
Unregistered Sales of Equity Securities 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): February 1, 2020 EXACTUS, INC. |
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| January 17, 2020 |
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): January 16, 2020 EXACTUS, INC. |
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| December 31, 2019 |
EXDI / Exactus, Inc. S-1 - Registration Statement - S-1 S-1 1 exdis1dec2019.htm S-1 As filed with the Securities and Exchange Commission on December 31, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXACTUS, INC. (Exact name of registrant as specified in its charter) Nevada 2833 27-1085858 (State or other jurisdiction of incorporation o |
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| December 19, 2019 |
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 17, 2019 EXACTUS, INC. |
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| December 13, 2019 |
EXDI / Exactus, Inc. / Ceed2med Llc - AMENDMENT NO. 2 Activist Investment SC 13D/A 1 sc13dadec2019.htm AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) EXACTUS INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 30066P201 (CUSIP Number of Class of Securities) Vladislav Yampolsky Ceed2Med, LLC 121 Commerce Road Boynton Beach, |
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| December 4, 2019 |
Exhibit 10.5 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of November 27, 2019 (this “Agreement”), is among Exactus, Inc., a Nevada corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and 3i, LP, as a secured party and Agent, |
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| December 4, 2019 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT Exhibit 10.6 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of November 27, 2019, by Exactus, Inc., a Nevada corporation (the “Grantor”), in favor of 3i, LP, as a secured lender and Agent, and the other Secured Parties signatory to the Security Agreement (collectively, the “Secured Party”). WHEREAS: A. Reference is made to that c |
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| December 4, 2019 |
EXACTUS, INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 10.7 WARRANT NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFF |
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| December 4, 2019 |
COMMON STOCK PURCHASE WARRANT EXACTUS, INC. Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 4, 2019 |
Exactus, Inc. Announces Closing of $2 Million Convertible Note Exhibit 99.1 Exactus, Inc. Announces Closing of $2 Million Convertible Note DELRAY BEACH, Fla., December 4, 2019 (GLOBE NEWSWIRE) – Exactus, Inc. (OTCQB:EXDI) (the “Company”), an industrial hemp farm operator and manufacturer of hemp-derived phytocannabinoid products, today announced the closing of the initial tranche of a $2 million senior secured convertible note financing from a single institut |
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| December 4, 2019 |
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): November 27, 2019 EXACTUS, INC. |
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| December 4, 2019 |
FORM OF 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 26, 2020 Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| December 4, 2019 |
Exhibit 10.4 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of November 27, 2019 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of |
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| December 4, 2019 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 27, 2019, between Exactus, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including each successors and assigns, the “Purchaser” or in the aggregate, the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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| December 4, 2019 |
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 27, 2019 by and among Exactus, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). This Agreement is being entered into pursuant to the Securities Purchas |
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| November 20, 2019 |
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): November 14, 2019 EXACTUS, INC. |
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| November 20, 2019 |
SUPPLY AND DISTRIBUTION AGREEMENT Exhibit 10.1 SUPPLY AND DISTRIBUTION AGREEMENT This Joint Development, Supply and Distribution Agreement (“Agreement”) is entered into as of November 14, 2019 (the “Effective Date”) by and between Ceed2Med, LLC, a Florida limited liability company, located at 121 Commerce Road, Boynton Beach, FL 33426 (“Ceed2Med”), and EXACTUS, INC., a Nevada corporation, located at 80 NE 4th Ave, Delray Beach, FL |
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| November 20, 2019 |
Exactus, Inc. Enters into Supply and Distribution Agreement with Ceed2Med Exhibit 99.1 Exactus, Inc. Enters into Supply and Distribution Agreement with Ceed2Med DELRAY BEACH, Fla., November 20, 2019 (GLOBE NEWSWIRE) – Exactus, Inc. (OTCQB:EXDI) (the “Company”), an industrial hemp farm operator and manufacturer of hemp-derived phytocannabinoid products, today announced that it has entered into a supply agreement to provide Ceed2Med a minimum of 10,000 lbs of 2019 harvest |
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| November 20, 2019 |
NON-EXCLUSIVE DISTRIBUTION AND PROFIT SHARING AGREEMENT Exhibit 10.2 NON-EXCLUSIVE DISTRIBUTION AND PROFIT SHARING AGREEMENT This Non-Exclusive Distribution and Profit Sharing Agreement (this “Agreement”) is made as of this 20th day of November, 2019 (the “Effective Date”) by and between CANNTAB THERAPEUTICS USA (FLORIDA), INC., a Florida corporation (to be incorporated), located at (“Company”), and EXACTUS, INC., a Nevada corporation, located at 80 NE |
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| November 20, 2019 |
Exhibit 10.3 SUPPLY AGREEMENT This Supply Agreement ("Agreement") is entered into as of November 20th, 2019 (the "Effective Date") between Canntab Therapeutics USA (Florida), Inc., a Florida corporation (to be incorporated), located at ("Buyer"), and EXACTUS, INC., a Nevada corporation, located at 80 NE 4th Ave, Delray Beach, FL 33483 ("Supplier"). WHEREAS, Supplier is a producer of Hemp-derived c |
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| November 20, 2019 |
Exhibit 99.2 Exactus, Inc. Enters into Supply & Distribution Agreement with Canntab Therapeutics to Produce Immediate and Extended Release Tablets DELRAY BEACH, Fla., November 20, 2019 (GLOBE NEWSWIRE) – Exactus, Inc. (OTCQB:EXDI) (the “Company”), an industrial hemp farm operator and manufacturer of hemp-derived phytocannabinoid products, today announced that it has entered into a supply and distr |
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| November 14, 2019 |
EXDI / Exactus, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-183360 EXACTUS |
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| November 14, 2019 |
Results of Operations and Financial Condition, 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): November 14, 2019 EXACTUS, INC. |
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| November 14, 2019 |
Exactus, Inc. Reports Third Quarter 2019 Results Exhibit 99.1 Exactus, Inc. Reports Third Quarter 2019 Results Second Half 2019 Highlights ● Acquired Green Goddess Extracts and launched CBD brands ● Increased expected harvest of top flower to 30,000 pounds ● Launched e-Commerce marketplace through Exactushemp.com ● Entered cosmetic market through acquisition of luxury cosmetics brand LeVor Collection ● Acquired remaining 49.9% interest in 2019 c |
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| October 24, 2019 |
AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT Exhibit 10.2 AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT This AMENDEDMENT TO MANAGEMENT AND SERVICES AGREEMENT (this "Agreement") is made as of October 23, 2019, effective as of March 1, 2019, by and between Exactus, Inc. (the "Company"), a Nevada corporation, Ceed2Med, LLC (“C2M”), a Florida limited liability company, Vladislav Yampolsky (“Yampolsky”), Jamie Goldstein (“Goldstein”) and Emilian |
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| October 24, 2019 |
Exhibit 99.1 Exactus, Inc. Purchases Remaining Interest in 2019 Crop Secures Full Ownership Rights to 2019 Oregon Harvest DELRAY BEACH, Fla., October 24, 2019 (GLOBE NEWSWIRE) – Exactus, Inc. (OTCQB:EXDI) (the “Company”), a farmer and manufacturer of hemp-derived phytocannabinoid products, today announced that it has acquired the remaining 49.9% portion of the Exactus One World rights to distribut |
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| October 24, 2019 |
FIRST AMENDMENT TO OPERATING AGREEMENT EXACTUS ONE WORLD, LLC October 23, 2019 Exhibit 10.1 FIRST AMENDMENT TO OPERATING AGREEMENT OF EXACTUS ONE WORLD, LLC October 23, 2019 This First Amendment (this “Amendment”) to the Amended and Restated Operating Agreement of Exactus One World, LLC, an Oregon limited liability company (the “Company”) is made on the date set forth above (the “Effective Date”), by the Company and its members set forth in as set forth in the signature page |
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| October 24, 2019 |
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): October 21, 2019 EXACTUS, INC. |
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| October 24, 2019 |
EXACTUS, INC. 12% PROMISSORY NOTE Exhibit 10.3 EXACTUS, INC. 12% PROMISSORY NOTE Principal Amount: $[ ] Purchase Price: $[ ] Original Issuance Date: [ ] FOR VALUE RECEIVED Exactus, Inc., a Nevada corporation (the “Company”), promises to pay to [ ] (“Holder”), the principal amount of [ ] together with all accrued but unpaid interest, or such lesser amount as shall equal the then outstanding principal amount hereof together with all |
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| September 19, 2019 |
8-K 1 exdi8ksep132019.htm CURRENT REPORT 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): September 13, 2019 EXACTUS, INC. (Exact name of the registrant as specified in its charter) Nevada 000-55828 27-1085858 (State or other jurisdic |
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| September 17, 2019 |
Regulation FD Disclosure, 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): September 16, 2019 EXACTUS, INC. |
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| September 17, 2019 |
Exhibit 99.1 |
