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,
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Securities Exchange Act
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 ☐
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
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
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.
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
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
Chief Executive Officer and Chief Financial Officer
RedHawk (PK) (USOTC:SNDD)
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