Filing Details
- Accession Number:
- 0001654954-19-007137
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-10 17:26:03
- Filed By:
- Ceed2med Llc
- Company:
- Panacea Life Sciences Holdings Inc.
- Filing Date:
- 2019-06-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ceed | 7,635,690 | 7,635,690 | 7,635,690 | 22.18% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934 Exactus,
Inc.
(Name
of Issuer)
Common stock, $0.0001 per share
(Title
of Class of Securities)
30066P102
(CUSIP
Number)
Nick
Davitian, Esq.
95
NW 4th Ave.
Delray
Beach, FL 33483
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 6, 2019
(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).
| 1. Names
of Reporting Persons. | |
| | |
| Ceed2Med,
LLC | |
| 2. Check
the Appropriate Box if a Member of a Group | |
| (a) ☐ | |
| (b) ☐ | |
| 3. SEC
Use Only | |
| 4. Source
of Funds | |
| | |
| 5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) | |
| ☐ | |
| 6. Citizenship
or Place of Organization | |
| United
States, Florida | |
| Number
of Shares Beneficially Owned
by Each
Reporting Person
With: | 7. Sole
Voting Power |
| 7,635,690 | |
| 8. Shared
Voting Power | |
| | |
| n/a | |
| 9. Sole
Dispositive Power | |
| | |
| 7,635,690 | |
| | |
| | |
| n/a | |
| 11. Aggregate
Amount Beneficially Owned by Each Reporting Person | |
| 7,635,690 | |
| 12. Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares | |
| ☐ | |
| 13. Percent
of Class Represented by Amount in Row (11) | |
| 22.18% | |
| 14. Type
of Reporting Person | |
| OO | |
ITEM
1. SECURITY AND ISSUER
(a)
Name of
Issuer:
Exactus,
Inc.
(b) Address of Issuer's
Principal Executive Offices:
80 NE
4th
Avenue, Suite 28,
Delray
FL 33483
(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:
Ceed2Med,
LLC
(b)
Residence or
business address: 95 NW 4th Ave.
Delray
Beach, FL 33483
(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:
Ceed2Med, LLC
(“C2M”) is a Florida limited liability company
headquartered in Delray Beach, Florida. C2M provides advisory
services for hemp agriculture and hemp-based consumer products to
the Company.
(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; organized in State of Florida
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM
4. PURPOSE OF TRANSACTION
The
purpose of transaction is to report the disposition of 750,000
shares of Common Stock to repay indebtedness of C2M. All amounts
herein give effect to the Company’s 1:8 reverse stock split
effective January 11, 2019. The Company and C2M are preparing
agreements to govern the terms of issuance of Series E Preferred
Stock in connection with a material transaction. The Series E
Preferred Stock includes “beneficial ownership blocker”
provisions under which C2M is, among other things, prohibited from
converting into more than 4.9% of the Common Stock of the Company.
C2M may become entitled to nominate one or more directors upon
issuance of the Series E Preferred Stock, pursuant to final terms
of the agreements agreed between C2M and the Company.
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
C2M
holds 7,635,690 shares of Common Stock of the issuer. C2M has the
sole power to vote and to dispose of these shares. Except as
described above, C2M 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
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
|
Exhibit No. |
Description |
| | |
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.
June 10, 2019
Date
Ceed2Med,
LLC
By: /s/ Kenneth Puzder
Kenneth Puzder,
Chief Financial Officer