Amended Statement of Beneficial Ownership (sc 13d/a)
August 13 2019 - 3:38PM
Edgar (US Regulatory)
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
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
Beechwood Properties, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
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NUMBER OF
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7
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SOLE VOTING POWER
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0
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SHARES
BENEFICIALLY
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8
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SHARED VOTING POWER
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351,896,140*
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OWNED BY
EACH
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9
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SOLE DISPOSITIVE POWER
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0
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REPORTING
PERSON WITH
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10
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SHARED DISPOSITIVE POWER
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351,896,140*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
351,896,140*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
28.84%**
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14
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TYPE OF REPORTING PERSON
OO
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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.
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CUSIP No. 45343Y205
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
G. Darcy Klug
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) ☐
(b) ☒
|
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
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7
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SOLE VOTING POWER
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0
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SHARES
BENEFICIALLY
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8
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SHARED VOTING POWER
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351,896,140*
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OWNED BY
EACH
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9
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SOLE DISPOSITIVE POWER
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0
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REPORTING
PERSON WITH
|
10
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SHARED DISPOSITIVE POWER
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351,896,140*
|
|
|
|
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
351,896,140**
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
28.84%***
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14
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TYPE OF REPORTING PERSON
IN
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* 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).
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** 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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CUSIP No. 45343Y205
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SCHEDULE 13D
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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.
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A written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Exchange Act.
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CUSIP No. 45343Y205
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SCHEDULE 13D
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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
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By:
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/s/ G. Darcy Klug
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G. Darcy Klug, an individual
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Beechwood Properties, LLC
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August 12, 2019
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By:
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/s/ G. Darcy Klug
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G. Darcy Klug, Manager
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CUSIP No. 45343Y205
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SCHEDULE 13D
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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
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By:
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/s/
G. Darcy Klug
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G. Darcy Klug, an
individual
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Beechwood
Properties, LLC
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August 12, 2019
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By:
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/s/
G. Darcy Klug
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G. Darcy Klug, Manager
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