UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 22, 2019
REDHAWK HOLDINGS CORP.
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)
120 Rue Beauregard, Suite 206
Lafayette, Louisiana 70508
(Address of principal executive offices) (Zip Code)
(Company's telephone number, including area
(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))
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. ☐
Entry into a Material Definitive Agreement.
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
As previously reported, on January 31,
2017, the registrant, RedHawk Holdings Corp. (“RedHawk”) and Beechwood Properties, LLC (“Beechwood”) filed
suit against Daniel J. Schreiber (“Mr. Schreiber”) and the Daniel J. Schreiber Living Trust – Dtd 2/08/95 (“Schreiber
Trust”) in the United States District Court for the Eastern District of Louisiana under Civil Action No. 2:2017cv819-B(3)
(the “Louisiana Lawsuit”).
Mr. Schreiber and the Schreiber Trust answered
the Louisiana Lawsuit and counter-claimed against RedHawk and Beechwood and made additional claims against Mr. G. Darcy Klug (“Mr.
Klug”) in the Louisiana Lawsuit. Mr. Klug is an officer and director of RedHawk and is sole owner of Beechwood. Mr. Klug
also holds voting control of RedHawk.
On April 24, 2017, Mr. Schreiber and the
Schreiber Trust also filed suit against RedHawk, Mr. Klug and six (6) other defendants in the United States District Court for
the Southern District of California under Civil Action No. 3:17-cv-00824-WQH-BLM which case was dismissed without prejudice on
September 26, 2017 (the “California Lawsuit” and along with the Louisiana Lawsuit, the "Litigations").
On March 22, 2019, the parties to the Litigations
have entered into a Settlement Agreement and General Release (“Settlement Agreement”) to resolve all issues arising
out of the subject matter of the Litigation.
In consideration of the mutual promises,
covenants and conditions contained in the Settlement Agreement, the parties to the Litigation agreed that (i) Mr. Schreiber and
the Schreiber Trust shall transfer all RedHawk stock they presently own (52,377,108 common shares) to RedHawk and (ii) Redhawk
shall (a) make to Mr. Schreiber and the Schreiber Trust a cash payment of Two Hundred Fifty Thousand and 00/100 Dollars (US$250,000.00)
and (b) issue two Promissory Notes, each in the principal amount of Two Hundred Thousand and 00/100 Dollars (US$200,000.00), one
of which shall be due and payable on or before September 6, 2020 and the other shall be due and payable on or before September
Each Promissory Note shall be non-interest
bearing, however each (i) shall bear a $15,000 late penalty if the principal amount is not repaid by the due date and (ii) shall
bear interest at a rate of 18% per annum, from the issue date, if the principal is not repaid by the 30th date after the due date.
Pursuant to a Security Agreement between
the parties, Mr. Klug and Beechwood secured RedHawk’s obligations to the Schreiber Trust under the Settlement Agreement by
granting first-priority security interests in (i) 1,000 shares of Mr. Klug’s Series B Preferred RedHawk Stock; and 1,473
shares of Mr. Klug’s Series A Preferred RedHawk Stock, and (ii) Beechwood’s interest in the Tower Hotels Fund 2014,
LLC. RedHawk may repurchase both Promissory Notes for a single payment of Three Hundred Thousand Dollars (US$300,000.00) provided
such payment is tendered to the Schreiber Trust within 180 days of the execution of the Security Agreement.
A copy of the Settlement Agreement is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Settlement Agreement
does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Settlement
Item 9.01. Financial Statements and
Settlement Agreement, dated as of March 22, 2019.
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: March 25, 2019
RedHawk Holdings Corp.
/s/ G. Darcy Klug
G. Darcy Klug
Chairman of the Board, Chief Executive Officer and Chief Financial Officer