STATES SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): September 16, 2019
name of registrant as specified in its charter)
Rue Beauregard, Suite 206, Louisiana 70508
of principal executive offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
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))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
of each class
of each exchange on which registered
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).
growth company ☐
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. ☐
2.03. – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
disclosures in the first two paragraphs of Item 7.01 of this Report are also responsive to this Item 2.03 and are hereby incorporated
by reference into this Item 2.03.
– Regulation FD Disclosure.
September 16, 2019, RedHawk Holdings Corp. (the “Company”) issued a press release announcing the sale of $500,000
in aggregate principal amount of new convertible notes (the “Notes”) in a private offering that is exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds
of the offering of the Notes, after payment of related fees and expenses, to retire existing debt and to provide working capital.
Notes mature on the fifth anniversary of the date of issuance and are convertible into shares of the Company’s common stock,
par value $0.001 per share, at a price of $0.015 per share. Interest accrues at a rate of 7% per annum and is payable semi-annually.
The Convertible Notes are secured by certain real property assets of the Company.
closing, the Company issued to the Note purchasers a number of warrants exercisable ten years from the date of issuance for the
purchase of an aggregate of 12,500,000 shares of the Company’s common stock (the “Warrant Shares”) at
an exercise price of $0.01 per Warrant Share.
copy of this press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.
information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall
not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
9.01. Financial Statements and Exhibits.
99.1 Press Release issued September 16, 2019
Statement Regarding Forward-Looking Statements
Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are all statements other than statements
of historical fact. Statements contained in this Current Report on Form 8-K that are not historical facts may be deemed to be
forward-looking statements. The words “anticipate,” “may,” “can,” “plans,” “believes,”
“estimates,” “expects,” “projects,” “targets,” “intends,” “likely,”
“will,” “should,” “to be,” “potential” and any similar expressions are intended
to identify those assertions as forward-looking statements.
are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from
that projected or suggested herein due to certain risks and uncertainties. In evaluating forward-looking statements, you should
consider the various factors which may cause actual results to differ materially from any forward-looking statements including
those listed in the “Risk Factors” section of our latest Annual Report on Form 10-K. Further, the Company may make
changes to its business plans that could or will affect its results. Investors are cautioned that the Company will undertake no
obligation to update any forward-looking statements.
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.
September 20, 2019
G. Darcy Klug
Interim Chief Executive
Officer and Chief Financial Officer