Current Report Filing (8-k)
October 07 2020 - 02:09PM
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): October 6,
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.)
|
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 |
N/A |
N/A |
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 October 6, 2020, RedHawk Holdings Corp. (the “Company”)
agreed to purchase from Beechwood Properties, LLC (“Beechwood”)
124,849,365 shares of the Company’s common stock, $0.001 par value
per share, in exchange for 1,000 shares of the Company’s 5% Series
B Preferred Stock (“Series B Preferred Stock”) stated value of
$1,248.49 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 B 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 B
Preferred Stock (“PIK dividends”). Holders of the Series B
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 B Preferred Stock may be converted. After six
months from issuance, each share of Series B 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:
October 7, 2020 |
RedHawk Holdings Corp.
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|
|
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By: |
/s/ G.
Darcy Klug |
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Name: |
G.
Darcy Klug |
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Title: |
Chief
Financial Officer |