Current Report Filing (8-k)
December 13 2017 - 9:51AM
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):
December 13, 2017
REDHAWK
HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
000-54323
(Commission
file number)
20-3866475
(I.R.S.
Employer Identification No.)
120 Rue Beauregard, Suite 206, 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))
Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
.
On
December 11, 2017, RedHawk Holdings Corp. (the “Company” or “RedHawk”) completed a share transfer agreement
(“Share Transfer Agreement”) with Scarlett Pharma Limited (“Scarlett”), its affiliate, Warwick Healthcare
Limited (“Warwick”) and the shareholders of Scarlett and Warwick.
Under
the terms of the Share Transfer Agreement, amongst other consideration, RedHawk Pharma UK Limited (“RedHawk Pharma”),
a wholly-owned subsidiary of RedHawk, assumed approximately $370,000 of obligations due to EcoGen Europe Limited (“EcoGen”)
by Warwick in exchange for which (i) Warwick transferred to RedHawk Pharma 247,269 preference shares in EcoGen; (ii) Scarlett
surrendered 10,000,000 shares of RedHawk common stock (“RedHawk Shares”); and, (iii) the shareholders of Scarlett
and Warwick paid RedHawk certain cash consideration.
With
the completion of the Share Transfer Agreement, RedHawk Pharma now owns approximately $545,000 of preference shares and 75% of
the common shares in EcoGen. The Company said it is evaluating the possibility of converting its EcoGen preference shares into
additional common shares to further increase its common stock ownership in EcoGen.
The
RedHawk Shares were issued to Scarlett in connection with the Company’s initial March 2016 investment in EcoGen are being
returned into the Company’s treasury.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
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:
December 13, 2017
|
RedHawk
Holdings Corp.
|
|
By:
|
/s/
G. Darcy Klug
|
|
Name:
|
G.
Darcy Klug
|
|
Title:
|
Chief
Financial Officer
|
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