Current Report Filing (8-k)

Date : 09/19/2019 @ 12:47PM
Source : Edgar (US Regulatory)
Stock : RedHawk Holdings Corporation (PK) (SNDD)
Quote : 0.008  -0.0013 (-13.98%) @ 9:29PM

Current Report Filing (8-k)


Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934




Date of Report (Date of earliest event reported):  September 13, 2019



(Exact name of registrant as specified in its charter)







(State of Incorporation)


(Commission File Number)


(I.R.S. Employer

Identification No.)


120 Rue Beauregard, Suite 206, Louisiana 70508 

 (Address of principal executive offices) (Zip Code)



(Company’s telephone number, including area code)



 (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





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 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 13, 2019, the board of directors (the “Board”) of RedHawk Holdings Corp. (the “Company”) approved the appointment of Gerald C. Guzzino to the Board effective October 15, 2019.


Mr. Guzzino, age 57, has more than 20 years of experience in medical device sales and marketing and is an accomplished, growth-oriented executive. From 2009 to 2018, Mr. Guzzino was the President and owner of the Louisiana-based arm of Quest Medical, LLC (“Quest”), a distributor of medical devices for Arthrex. Mr Guzzino’s company focused on selling products across the orthopedic field in order to improve patient results from surgical procedures. He was responsible for his agency’s complete profit and loss responsibility, strategic planning, fiscal management, customer relations, independent sales representative supervision and employee continuing education. At Quest, he successfully managed over 50 sales representatives in Louisiana and Mississippi. Mr. Guzzino is a 1992 graduate of Southeastern Louisiana University with a Bachelor of Science degree.


Mr. Guzzino 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 nationwide network of independent marketing representatives.


There are no arrangements or understandings pursuant to which Mr. Guzzino 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. Guzzino’s appointment.


A copy of the Company’s press release announcing the appointment of Mr. Guzzino is attached as Exhibit 99.1 to this Form 8-K.


Departure of director


On September 13, 2019, Robert H. Rhyne, Jr. resigned his position as a member of the Board, effective October 15, 2019, to pursue other interests. Mr. Rhyne’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 13, 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.




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 19, 2019

RedHawk Holdings Corp.




 /s/  G. Darcy Klug



G. Darcy Klug



Interim Chief Executive Officer and Chief Financial Officer


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