Sec Form 13D Filing - Kesner Harvey J filing for PANACEA LIFE SCIENCES (PLSH) - 2021-02-08

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 and Communications)

January 26, 2021

(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 240.13d-7(b) 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).

SCHEDULE 13D

CUSIP No.

30066P102

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Paradox Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  [ ] (b)  [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			13,000,632
		8	SHARED VOTING POWER
			726,934
		9	SOLE DISPOSITIVE POWER
			13,000,632
		10	SHARED DISPOSITIVE POWER
			726,934
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,727,566
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Ins tructions)
	[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.99%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

  

SCHEDULE 13D

CUSIP No.

30066P102

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Harvey Kesner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  [ ] (b)  [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			326,800
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			326,800
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	326,800
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.40%
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

SCHEDULE 13D

CUSIP No.

30066P102

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Renee Kesner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  [ ] (b)  [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			134
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			134
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	134
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.00%
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

SCHEDULE 13D

CUSIP No.

30066P102

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Darwin Capital Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  [ ] (b)  [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			150,000
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			150,000
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.18%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

SCHEDULE 13D

CUSIP No.

30066P102

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Harvey & Renee Kesner JTWROS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  [ ] (b)  [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			250,000
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			250,000
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	250,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.31%
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”), of Exactus, Inc. (“Issuer”). The address of the principal executive office is 80 NE 4^th Avenue Suite 28, Delray Beach, FL 33483.

Item 2.

Identity and Background

This Schedule 13D is filed by Paradox Capital Partners, LLC, a New Jersey limited liability company, Darwin Capital Investments, LLC, a New Jersey limited liability company, Harvey Kesner and Renee Kesner, individuals. The business address of the Reporting Persons is 1500 East Las Olas Blvd, Suite 200, Ft. Lauderdale, FL 33301. Mr. Kesner is the manager of the reporting limited liability companies and his principal occupation is attorney. The principal address at which Mr. Kesner conducts business is 500 Fifth Avenue, Suite 938, New York, NY 10036

During the last five years, the Reporting Persons have not been convicted in a criminal proceeding or been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which neither it nor either of them was or is subject to a judgment, decree or final order enjoining future violations at, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Considerations

The Reporting Persons have acquired the shares with personal funds. Paradox Capital Partners and Harvey Kesner were founders, organizers and promoters of the Issuer, as such term is defined under the Rule 405 of the Securities Act of 1933, as amended.

On January 26, 2021 the Reporting Persons accepted offers to voluntarily convert Series A and Series B-2 Preferred Stock into Common Stock. Prior to conversion shares of Series A preferred stock of the Issuer contained beneficial ownership blockers attributable to holdings as provided in the Certificate of Designations of Rights and Preferences of such Series held by the Reporting Persons which provided as follows:

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series A Preferred Stock be converted if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(e) with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Shares, this Section 4(e) will be of no force or effect with regard to all or a portion of the Series A Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Preferred Shares be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Preferred Shares may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes hereof, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a holder of Preferred Shares, the Company shall within three (3) Business Days confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Preferred Shares, by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days’ of such calculation and which are not subject to a limitation on conversion or exercise analogous to the limitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. 

Additionally, on January 22, 2021 the Board of Directors of the Issuer adopted resolutions authorizing conversion of $213,239 of indebtedness owed to the Reporting Persons into Common Stock. Based on information provided by the Issuer as of February 8, 2021 there were 81,408,546 shares of Common Stock that are authorized to be issued and outstanding, after giving effect to all exchanges of Preferred Stock and debt conversion by the Reporting Persons and others, including 56,213,244 shares of Common Stock outstanding as of November 17, 2020 as reported on the Issuers Quarterly Report on Form 10-Q for the period ended September 30, 2020 as filed with the SEC.

Accordingly, following conversion to Common Stock of Preferred Stock and conversion of outstanding debt, the Reporting Persons will be deemed to beneficially own more than 4.99% and up to 9.99% of the Issuer, based upon the Common Stock and the right to convert Series A Preferred Stock and Series B-2 Preferred Stock within 60 days. No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the securities.

Item 4.

Purpose of Transaction

See Exhibit A which is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

The Reporting Persons have since April 2013 acquired securities of the Issuer and presently are beneficial owners of up to 9.99% of the Common Stock of the Issuer having waived the beneficial ownership blocker provisions of Series A Preferred Stock, and currently have the right to acquire more than 4.99% and up to 9.99% of the Common Stock of the Issuer within 60 days. The Reporting Persons have sole voting and investment power over the Issuer’s securities.

Includes: 326,800 shares held by Harvey Kesner; 13,000,632 shares held by Paradox Capital Partners, LLC; 250,000 shares held by Harvey and Renee Kesner JTWROS, 134 shares held by Renee Kesner; 150,000 held by Darwin Capital Investments, LLC.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7.

Material to Be Filed as Exhibits

Not Applicable.

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.

February 8, 2021
Dated
/s/ Harvey Kesner
Signature
Paradox Capital Partners, LLC Harvey Kesner, Manager, and individually
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).