Current Report Filing (8-k)
May 15 2020 - 11:45AM
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): May 15,
2020
REDHAWK
HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-54323 |
|
20-3866475 |
(State
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.)
|
100
Petroleum Drive, Suite 200, Lafayette, Louisiana
70508
(Address
of principal executive offices) (Zip Code) |
(337)269-5933
(Company's
telephone number, including area code)
120
Rue Beauregard, Suite 206, Lafayette, Louisiana
70508
(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 |
None |
N/A |
N/A |
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 8.01
Other Events
RedHawk
Holdings Corp. (the “Company”) is hereby relying on the Securities
and Exchange Commission’s Order under Section 36 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), Modifying
Exemptions From the Reporting and Proxy Delivery Requirements for
Public Companies dated March 25, 2020 (Release No 34-88465) (the
“Order”) to delay the filing of its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2020 (the “March 31, 2020 Form
10-Q”) due to circumstances related to COVID-19. In particular,
COVID-19 has caused significant increases in our business activity
resulting in disruptions in our normal domestic and international
interactions with our auditors. The Company has minimal accounting
staff and has historically provided its auditors with full access
to workpapers and related information. Because the audit personnel
are now working remotely as much as possible, and relying on the
Company’s minimal staff to furnish workpapers and other documents,
the Company’s ability to complete its review and file the March 31,
2020 Form 10-Q prior to its due date without unreasonable expense
is delayed. Notwithstanding the foregoing, the Company expects to
file the March 31, 2020 Form 10-Q no later than June 29, 2020
(which is 45 days from the March 31, 2020 Form 10-Q’s original
filing deadline of May 15, 2020).
In
light of the current COVID-19 pandemic, the Company will be
including the following Risk Factor in its March 31, 2020 Form
10-Q, as may be updated to reflect subsequent events impacting the
Company.
We are unable to predict the impact of COVID-19 on the
Company.
In
December 2019, a novel strain of coronavirus was reported to have
surfaced in Wuhan, China, which has and is continuing to spread
throughout the world, including the United States. On March 11,
2020 the World Health Organization characterized the spread of the
coronavirus disease (“COVID-19”) as a “pandemic”. The significant
reach of COVID-19 has resulted in a widespread public health issue
that has and will likely continue to adversely affect the economies
worldwide, and could adversely affect our business, results of
operations and financial condition, including a decrease in demand
for our medical devices. Specifically, we believe sales of our
SANDD mini™ needle incineration device to independent school
districts may be delayed, postponed or cancelled until schools
resume normal operations. Demand for our newly released
SANDD Pro™ may be delayed, postponed or cancelled until
hospital, clinics and physicians resume normal operations. While we
have expanded our portfolio of medical devices offered for sale
with an aim to mitigate the expected adverse impact of COVID-19 on
our medical device sales, we cannot assure you this plan will be
successful. The ultimate extent of the impact of COVID-19 on our
business, financial condition, results of operations and cash flows
will depend on future developments, which are highly uncertain and
cannot be predicted, including new information that may emerge
concerning the severity (or lessening thereof) of COVID-19 and
actions taken to contain or prevent its further spread, among
others. These and other potential impacts of COVID-19 could
therefore materially and adversely affect our business, financial
condition, results of operations and cash flows. As a result of
these uncertainties, we are unable to predict the overall impact on
our company at this time. Our senior management will continue to
monitor our situation, however, we expect that these factors and
others we have yet to experience will materially adversely impact
the Company, its business and operations for the foreseeable
future.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed its behalf by
the undersigned hereunto duly authorized.
Date: May 15, 2020 |
REDHAWK HOLDINGS CORP. |
|
|
|
By: |
/s/ G. Darcy Klug |
|
Name: |
G. Darcy Klug |
|
Title: |
Interim Chief Executive Officer and
Chief Financial Officer |