STATES SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): December 10, 2019
name of registrant as specified in its charter)
Rue Beauregard, Suite 206, Louisiana 70508
of principal executive offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
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))
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
of each class
of each exchange on which registered
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).
growth company ☐
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. ☐
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
December 10, 2019, the board of directors (the “Board”) of RedHawk Holdings Corp. (the “Company”) approved
the appointment of Charles F. D’Agostino to the Board effective immediately.
D’Agostino, 70 years of age, is the retired founder and Executive Director of the LSU Innovation Park and the Louisiana
Business & Technology Center (“LBTC”) at Louisiana State University and has been actively involved in entrepreneurship,
economic development and technology transfer for the last 30 years. While overseeing the LBTC, Mr. D’Agostino directed the
five LSU Business Incubators, LSU rural and disaster business counseling programs, and the Louisiana Technology Transfer Office.
D’Agostino currently serves as vice-chairman of the Board of Trustees of the Baton Rouge General Hospital. Previously, he
served on the Board of Directors of the Association of University Research Parks (1999-2005 and 2011-17) and was President from
2015 to 2017. He also served on the board of the National Business Incubation Association from 1991 to 1998.
D’Agostino received a Bachelor of Science for Arts & Science degree from Louisiana State University with a concentration
in Chemistry. In 1972, Mr. D’Agostino also received a Masters of Business Administration degree from Louisiana State University.
D’Agostino is expected to be actively involved in the Company’s business development activities. He is not expected
to serve on any committees of the Board at this time. If the Board decides to add Mr. D’Agostino to any committee, the Company
will file an amendment to this Current Report on Form 8-K within four (4) business days thereafter.
are no arrangements or understandings pursuant to which Mr. D’Agostino 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. D’Agostino’s
copy of the Company’s press release announcing the appointment of Mr. D’Agostino is attached as Exhibit 99.1 to this
December 10, 2019, Phillip Harris IV. resigned his position as a member of the Board, effective immediately, to pursue other interests.
Mr. Harris’ resignation was not the result of any disagreement with the Company or the Board.
9.01. Financial Statements and Exhibits.
Statement Regarding Forward-Looking Statements
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.
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.
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 16,
G. Darcy Klug
Interim Chief Executive
Officer and Chief Financial Officer