Current Report Filing (8-k)
September 13 2019 - 2:45PM
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):
September 9, 2019
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
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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120 Rue Beauregard, Suite 206, Louisiana
70508
(Address of principal executive offices) (Zip Code)
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(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
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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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
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☐
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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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of director
On September 9, 2019, the board of directors
(the “Board”) of RedHawk Holdings Corp. (the “Company”) approved the appointment of Joseph R. Mohr to the
Board effective October 15, 2019.
Mr. Mohr, 68 years of age, has over forty
years of C-suite executive experience including 30 years of executive supply chain management and more than ten years of senior
financial management. Mr. Mohr previously held executive positions with various industry leaders including Vice President of Global
Procurement for Siemens Healthcare Diagnostics and Senior Vice President and Chief Purchasing Officer for Philips Electronics –
Lighting Division. Mr. Mohr is an honors graduate of North Central College with a Bachelor of Arts degree with a concentration
in Accounting and Business Administration and an honors graduate of Keller Graduate School of Management with a Masters of Business
Administration - Finance degree.
Mr. Mohr is expected to be appointed to both
the Company’s Audit Committee and its Compensation Committee. He is also expected to oversee the development of the Company’s
global supply chain logistics and the Company’s continued move towards targeted ISO 13485 compliance.
There are no arrangements or understandings
pursuant to which Mr. Mohr was appointed to the Board, and there are no transactions reportable pursuant to Item 404(a) of Regulation
S-K under the Securities Act of 1933 in connection with Mr. Mohr’s appointment.
A copy of the Company’s press release
announcing the appointment of Mr. Mohr is attached as Exhibit 99.1 to this Form 8-K.
Departure of director
On September 9, 2019, Andre F. Toce Sr. resigned
his position as a member of the Board, effective October 15, 2019, to pursue other interests. Mr. Toce’s resignation was
not the result of any disagreement with the Company or the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued September 9, 2019
Cautionary Statement Regarding Forward-Looking Statements
This 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 forward-looking statements.
Investors 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.
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: September 13, 2019
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RedHawk Holdings Corp.
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By:
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/s/ G. Darcy Klug
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Name:
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G. Darcy Klug
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Title:
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Interim Chief Executive Officer and Chief Financial Officer
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