SEC Form 4/A · accession 0001415889-18-001393
Exactus, Inc. · EXDI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Timothy John Ryan
Officer — EXECUTIVE VICE PRESIDENT · Director · 10% Owner
Period of report
Sep 4, 2018
Accepted (ET)
Sep 14, 2018 · 5:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001552189
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F1,F2 | $0.089 | Sep 4, 2018 | A | 225,000 | A | Sep 4, 2018 | Sep 4, 2023 | Common Stock | 225,000 | 225,000 | D |
| Series D Preferred Stock (theF3,F6,F7,F4,F5 | — | Sep 12, 2018 | D | 16 | D | Jul 5, 2018 | — | Common Stock | 3,200,000 | 11 | D |
Explanation of responses
- F1178,125 stock options are fully vested with the remainder vesting monthly in equal increments over a 15 month period beginning on October 1, 2018, subject to execution of the Company's standard stock option agreement and continued service as an officer of the Company on each applicable vesting date.
- F2Not applicable.
- F3On the Transaction Date, the Purchaser entered into an Agreement to unwind and terminate the Series D Subscription Agreement and void the issuance of the Series D Preferred Stock. The sale was approved in advance by the board of directors of the Company and therefore exempt pursuant to Rule 16b-3(e).
- F4Each share of Series D automatically converts into 200,000 shares of the Company's common stock upon the consummation of the first offering of the Company's Common Stock, subsequent to the acquisition of the Series D, for which the gross proceeds of the offering exceed $5,000,000.
- F5The Series D has no expiration date.
- F6The securities were issued in connection with the repayment of debt, owed by the Company to the Reporting Person, in the amount of $200,000.
- F7The original Form 4 filed on September 14, 2018, is amended by this Form 4, which corrects Table II Item 9 to show that the Reporting Person beneficially owns 11 shares of Series D following the reported transaction. No other changes have been made to the original Form 4.