UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
REDHAWK HOLDINGS CORP.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
45343Y205
(CUSIP Number)
G. Darcy Klug
Beechwood Properties, LLC
Post Office Box 53929
Lafayette, Louisiana 70505
(337) 269-5933
(Name, address and telephone number of person
authorized to receive notices and communications)
June 20, 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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box .☐
The information required on the remainder of this cover page shall
not be deemed to be “filed” for 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)
CUSIP
No. 45343Y205 |
SCHEDULE
13D |
|
1 |
NAME OF REPORTING PERSONS
Beechwood Properties, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
WC
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ☐
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
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NUMBER OF
|
7 |
SOLE VOTING POWER
|
0 |
SHARES
BENEFICIALLY
|
8 |
SHARED VOTING POWER
|
351,896,140* |
OWNED BY
EACH
|
9 |
SOLE DISPOSITIVE POWER
|
0 |
REPORTING
PERSON WITH
|
10 |
SHARED DISPOSITIVE POWER
|
351,896,140* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,896,140*
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.84%**
|
14 |
TYPE OF REPORTING PERSON
OO
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|
|
|
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*
Assumes full conversion of the presently convertible shares of
Series A and Series B Preferred held by Beechwood Properties, LLC
into common stock at the current stated value, full exercise of the
Warrant (as defined below). |
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** Based on 872,009,097 shares of common stock outstanding as of
the date of this filing.
|
CUSIP
No. 45343Y205 |
SCHEDULE
13D |
|
1 |
NAME OF REPORTING PERSONS
G. Darcy Klug
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
N/A
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
|
7 |
SOLE VOTING POWER
|
0 |
SHARES
BENEFICIALLY
|
8 |
SHARED VOTING POWER
|
351,896,140* |
OWNED BY
EACH
|
9 |
SOLE DISPOSITIVE POWER
|
0 |
REPORTING
PERSON WITH
|
10 |
SHARED
DISPOSITIVE POWER |
351,896,140* |
|
|
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,896,140**
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.84%***
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
*
Assumes full conversion of the presently convertible shares of
Series A and Series B Preferred currently held by Beechwood
Properties, LLC into common stock at the current stated value, full
exercise of the Warrant (as defined below). |
|
|
|
|
|
** G.
Darcy Klug, as the sole member and manager of Beechwood Properties,
LLC (“Beechwood”), may be deemed to share voting and investment
power over the shares held by Beechwood. |
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|
|
|
***
Based on 872,009,097 shares of common stock outstanding as of the
date of this filing. |
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|
|
|
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CUSIP
No. 45343Y205 |
SCHEDULE
13D |
|
Explanatory Note: This Amendment No. 7 (this “Amendment”) is
being filed by the Reporting Persons (as defined below) to amend
and supplement certain of the items set forth in the Amendment No.
6 on Schedule 13D/A (the “Prior Filing”) relating to RedHawk
Holdings Corp., a Nevada corporation (the “Issuer”), filed by the
Reporting Persons (as defined below) with the U.S. Securities and
Exchange Commission (the “Commission”) on August 4, 2017.
Information reported in the Prior Filing remains in effect except
to the extent that it is amended or superseded by information
contained in this Amendment. Capitalized terms used herein but not
defined shall have the meaning given to them in the Prior
Filing.
Item 2. Identity and Background.
Item 2 of the Prior Filing is amended and restated in its
entirety as follows:
The
persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, the
information regarding them, are as follows:
(a) This statement is filed by Beechwood Properties, LLC
(“Beechwood”) and G. Darcy Klug (together, the “Reporting
Persons”).
(b) The business address of Beechwood is Post Office Box 53929,
Lafayette, Louisiana 70505. The business address of Mr. Klug is 120
Rue Beauregard, Suite 206, Lafayette, Louisiana 70508.
(c) Beechwood is a limited liability company organized under the
laws of Louisiana, of which Mr. Klug is the sole member and
manager. Beechwood is principally engaged in the business of real
estate investments. Mr. Klug is a private investor and also the
Chairman of the Board of Directors, Interim Chief Executive Officer
and Chief Financial Officer of the Issuer. The principal business
and office address for each of the Reporting Persons is listed
under Item 2(b).
(d) Neither of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) During the past five years, neither of the Reporting Persons
has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in (1)
such Reporting Person being 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 (2) a
finding of any violation with respect to such laws.
(f) Beechwood is limited liability company organized under the laws
of the state of Louisiana and Mr. Klug is a United States
citizen.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 of the Prior Filing is hereby amended and supplemented as
follows:
Stock Exchange Agreement and Warrant Agreement
On June 20, 2019, the Issuer entered into a Stock Exchange
Agreement (“Exchange Agreement”) with Beechwood. Under the Exchange
Agreement, the Issuer acquired from Beechwood 113,700,000 shares of
Common Stock in exchange for issuing to Beechwood 1,277 shares of
Series A Preferred and a Stock Purchase Warrant (“Warrant”) to
acquire 113,508,450 shares of Common Stock at an exercise price of
$0.005 per share.
The Series A Preferred have an initial stated value of $1,000 per
share. 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 Issuer’s option, such dividends shall
be accreted to, and increase, the stated value of the issued Series
A Preferred (“PIK dividends”). Holders of the Series A Preferred
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 may be converted. After six months from
issuance, each share of Series A Preferred 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.
Item 4. Purpose of Transaction.
Item 4 of the Prior Filing is hereby amended and supplemented by
deleting the first sentence and replacing it with the
following:
The Reporting Persons acquired all reported shares, including the
shares under the Exchange Agreement and Warrant, for investment
purposes.
Item 5. Interest in Securities of the Issuer.
Item 5
of the Prior Filing is hereby amended and supplemented as
follows :
The information relating to the beneficial ownership of Common
Stock by each of the Reporting Persons set forth in Rows 7 through
13 of the cover pages hereto is incorporated herein by
reference.
Item 7. Material to Be Filed as Exhibits.
|
A
written agreement relating to the filing of a joint statement as
required by Rule 13d-1(f) under the Exchange Act. |
CUSIP
No. 45343Y205 |
SCHEDULE
13D |
|
SIGNATURES
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.
August
12, 2019 |
By: |
/s/
G. Darcy Klug |
|
|
G.
Darcy Klug, an individual |
|
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Beechwood
Properties, LLC |
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|
August
12, 2019 |
By: |
/s/
G. Darcy Klug |
|
|
G.
Darcy Klug, Manager |
CUSIP
No. 45343Y205 |
SCHEDULE
13D |
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D/A dated as of August
12, 2019 relating to the shares of common stock, $0.001 par value
per share, of RedHawk Holdings Corp., to which this Joint Filing
Agreement is attached as Exhibit A, shall be filed on behalf of the
undersigned.
August
12, 2019 |
By: |
/s/
G. Darcy Klug |
|
|
G.
Darcy Klug, an individual |
|
|
|
|
Beechwood
Properties, LLC |
|
|
|
August
12, 2019 |
By: |
/s/
G. Darcy Klug |
|
|
G.
Darcy Klug, Manager |
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