Current Report Filing (8-k)
November 05 2020 - 12:53PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 4, 2020
REDHAWK
HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
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000-54323
|
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20-3866475
|
(State
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
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100
Petroleum Drive, Suite 200
Lafayette,
Louisiana 70508
(Address
of principal executive offices) (Zip Code)
|
(337)
269-5933
(Company's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
Effective
November 4, 2020, RedHawk Holdings Corp. (the “Company”) agreed to purchase from Beechwood Properties, LLC (“Beechwood”)
122,730,903 shares of the Company’s common stock, $0.001 par value per share, in exchange for 1,473 shares of the Company’s
5% Series A Preferred Stock (“Series A Preferred Stock”), stated value of $1,133.81 per share. The Company believes
the acquisition of the shares of common stock from Beechwood, and having them available for potential future issuance, better
positions the Company to execute on its business plan for growth opportunities. The stock purchase is expected to be completed
during the quarter ending December 31, 2020.
Holders
of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash,
or at the Company’s option, such dividends shall be accreted to, and increase, the stated value of the issued Series A Preferred
Stock (“PIK dividends”). Holders of the Series A Preferred Stock are entitled to votes on all matters submitted to
stockholders at a rate of ten votes for each share of common stock into which the Series A Preferred Stock may be converted. After
six months from issuance, each share of Series A Preferred Stock is convertible, at the option of the holder, into the number
of shares of Common Stock equal to the quotient of the stated value, as adjusted for PIK dividends, by $0.015, as adjusted for
stock splits and dividends.
G.
Darcy Klug, the Company’s Chairman of the Board and Chief Financial Officer, is the sole member and manager of Beechwood.
Item 3.02.
Unregistered Sales of Equity Securities
The
information disclosed under Item 1.01 is incorporated into this Item 3.02 in its entirety.
The
securities issued to effect the share exchange described in Item 1.01 above were offered and will be issued in reliance upon an
exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), as
set forth in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
November 5, 2020
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RedHawk
Holdings Corp.
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|
|
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By:
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/s/ G.
Darcy Klug
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Name:
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G. Darcy Klug
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Title:
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Chief Financial
Officer
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RedHawk (CE) (USOTC:SNDD)
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