Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Exactus, Inc.
(Name
of Issuer)
Common stock, par value $0.0001 per share
(Title
of Class of Securities)
30066P102
(CUSIP
Number)
Joe Laxague, Esq.
Laxague Law, Inc.
1 East Liberty, Suite 600
Reno, NV 89501
Tel. (775) 234-5221
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Fax (775) 996-3283
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
August 21, 2017
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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1. Names
of Reporting Persons.
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Philip
J. Young
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2. Check
the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☐
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3. SEC
Use Only
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4. Source
of Funds
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Personal
funds
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5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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☐
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6. Citizenship
or Place of Organization
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United
States
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole
Voting Power
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8,849,250
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8. Shared
Voting Power
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n/a
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9. Sole
Dispositive Power
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8,849,250
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11. Aggregate
Amount Beneficially Owned by Each Reporting Person
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8,849,250
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12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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☐
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13. Percent
of Class Represented by Amount in Row (11)
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23.1%
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14. Type
of Reporting Person
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IN
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ITEM 1. SECURITY AND ISSUER
(a)
Name of Issuer:
Exactus,
Inc.
(b)
Address of Issuer's Principal Executive Offices:
4870
Sadler Road, Suite 300
Glen
Allen, VA 23060
(c)
Title of the class of equity securities to which this statement
relates:
Common
stock, par value $0.0001
ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general
partnership, limited partnership, syndicate or other group of
persons, state its name, the state or other place of its
organization, its principal business, the address of its principal
office and the information required by (d) and (e) of this Item. If
the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information
specified in (a) through (f) of this Item with respect to such
person(s).
(a)
Name:
Philip
J. Young
(b)
Residence
or business address:
4870
Sadler Road, Suite 300
Glen
Allen, VA 23060
(c)
Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted:
Philip J.
Young was appointed as
President, Chief Executive Officer, and Chairman of the Board of
Exactus, Inc. in March 2016. He was previously appointed as a
member of the Board of Directors on February 29, 2016. Mr. Young
was a Founder of Exactus BioSolutions and served as its Chairman,
President and Chief Executive Officer. He has served as a Director
and Executive Officer for public and private companies for the past
20 years where he has created significant shareholder value, built
integrated commercial operations and directed successful M&A
transactions. From October 2011 through December 2014, he served as
President, Chief Executive Officer and Director for AmpliPhi
Biosciences, a global biopharmaceutical company, where he completed
a transformational restructuring, collaborations and financings. He
was the President, Chief Executive Officer and Director of
Osteologix, Inc. from April 2007 – March 2011, where he
established corporate offices in Ireland after successfully
completing a global divestiture of its lead program. Prior to
joining Osteologix, Mr. Young served as an Executive Vice President
and Chief Business Officer for Insmed Inc., a publicly traded
biotechnology company where he directed all financing, commercial
and corporate communications activities. Prior to Insmed Inc., Mr.
Young held executive positions at Élan, Neurex, and Pharmacia
Corporations. Mr. Young started his management career in the
biopharmaceutical industry at Genentech Inc. where he was
responsible for their cardiovascular and endocrine product launches
sales and marketing.
(d)
Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case:
No.
(e)
Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or
final order:
No.
(f)
Citizenship:
United
States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
On February 29, 2016, the issuer entered into a Share Exchange
Agreement (the “Agreement”) with Exactus BioSolutions,
Inc., a Delaware corporation (“Exactus”). Under the
terms of the Agreement, the issuer acquired all of the issued and
outstanding capital stock of Exactus in exchange for the
issuer’s issuance of a total of 32 million shares of its
newly-designated Series B-1 Preferred Stock to the former
shareholders of Exactus, including Mr. Young, who received
8,500,000 shares of Series B-1 Preferred Stock in the exchange.
These shares were subsequently converted to common stock. In
addition, on March 28, 2018, Mr. Young was issued 11 shares of
Series D Preferred Stock in payment of $137,500 in debt owing to
him by the issuer. These shares of Series D Preferred Stock are
convertible to a total of 2,200,000 shares of common stock, subject
to a 4.99% ownership limitation contained in the applicable
certificate of designation. Finally, on September 4, 2018, Mr.
Young was issued incentive stock options to purchase a total of
225,000 shares of common stock at a price of $0.089 per share.
187,500 of these options are currently vested.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Young’s acquisition of securities in the issuer
originally occurred in connection with the issuer’s Share
Exchange Agreement with Exactus BioSolutions, Inc., a company
founded by Mr. Young. Mr. Young was appointed to the issuer’s
board of directors in connection with the Share Exchange Agreement,
the purpose of which was to continue Exactus’ Point-of-Care
diagnostics business through the issuer. Subsequent acquisitions of
securities in the issuer, as detailed above, were made in payment
of debt to Mr. Young and as compensation,
respectively.
Except as otherwise described above, there are no current plans or
proposals which the reporting persons may have which relate to or
would result in:
(a)
The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the
issuer;
(b)
An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c)
A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d)
Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e)
Any material change in the present capitalization or dividend
policy of the issuer;
(f)
Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of
1940;
(g)
Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h)
Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i)
A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j)
Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Young’ aggregate number of beneficially owned shares of
Common Stock, par value $0.0001 per share, is currently 8,849,250
shares, which does not include the 2,200,000 shares of common stock
issuable upon conversion of Series D Preferred Stock, which are
subject to a 4.99% ownership limitation contained in the applicable
certificate of designation. Mr. Young has the sole power to vote
and to dispose of these shares. Mr. Young has not effected any
transactions in the issuer’
s common stock during the past
sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There are currently no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item
2 and between such persons and any person with respect to any
securities of the issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
N/A.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
December 20, 2018
Date
/s/ Philip J. Young
Philip J. Young