Exactus, Inc. Issues Clarification Regarding Recent Note Issuance
DELRAY BEACH, Fla., Dec. 15, 2019 (GLOBE NEWSWIRE) — Exactus, Inc. (OTCQB:EXDI) (the “Company”), a hemp farmer and manufacturer of hemp-derived phytocannabinoid products, is issuing this statement to respond to certain inaccuracies reflected in public comments regarding its December 4, 2019 financing.
On December 4, 2019 the Company entered into a financing arrangement with an institutional investor who agreed to purchase up to $2.0 million of the Company’s 8% senior secured convertible notes (the “8% Notes”) in three separate tranches. The Company is not obligated to sell the full $2.0 million of 8% Notes and on December 4, 2019 received the proceeds from the sale of $750,000 of 8% Notes (and issued a note in the amount of $833,333 reflecting original issue discount).
The initial 8% Note sold to the investor in the original principal amount of $833,333 is convertible at the election of the lender into 1,666,666 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) or at a conversion price of $0.50 per share. Several followers of the Company have inaccurately reported that the Company’s filings suggest that the number of shares issuable on the initial takedown amount are convertible into a significantly higher number of shares reflecting the amount of shares issuable if the Company were to sell the full $2.0 million of 8% Notes.
The Company confirms it is not obligated to but may sell additional 8% Notes and receive funds and that the 8% Notes are currently convertible at the fixed rate of $0.50 per share on the full amount of each note issued, subject to adjustment as set forth in the 8% Notes. The 8% Notes may be prepaid with interest and without penalty at any time by the Company. The conversion price of the 8% Notes, while fixed, is subject to adjustment in the event of default and upon the occurrence of certain events affecting shareholders generally, such as stock splits and recapitalizations.
Additional information concerning the terms of the financing can be found in the Company’s Current Report on Form 8-K filed December 4, 2019 with the SEC and the exhibits thereto at www.sec.gov.
To learn more about Exactus, Inc., visit the website at www.exactushemp.com.
Exactus Inc. is dedicated to introducing hemp-derived phytocannabinoid products that meet the highest standards of quality and traceability into mainstream consumer markets. The Company has made investments in farming and has over 200 acres of CBD-rich hemp in Southwest Oregon. The Company is introducing a range of consumer brands, such as Green Goddess Extracts™, Levor Collection™, Phenologie™, Paradise CBD™ and Exactus™.
Hemp is a federally legal type of cannabis plant containing less than 0.3% THC (tetrahydrocannabinol), which is the psychoactive component of the cannabis plant. After over 40 years of prohibition, the Agricultural Improvement Act of 2018, known as the 2018 Farm Bill, legalized hemp at the federal level. Hemp production will be regulated by the United States Department of Agriculture (USDA) and the States. As a result, in 2019 hemp was generally removed from the Controlled Substances Act (CSA) and enforcement by the Drug Enforcement Administration (DEA).
For more information about Exactus: www.exactusinc.com.
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors” in Item 1A of our most recent Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2019, and in other periodic and current reports we file with the SEC. If any of these risks were to occur, our business, financial condition, or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Safe Harbor” below.
Safe Harbor – Forward-Looking Statements
The information provided in this press release may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company’s periodic and current filings with the SEC, including the factors described in the sections entitled “Risk Factors”, copies of which may be obtained from the SEC’s website at www.sec.gov. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
Chief Strategy Officer
Source: Exactus, Inc.
Released December 15, 2019