About RedHawk Holdings Corp.
RedHawk Holdings Corp., formerly Independence Energy Corp., is a diversified holding company which, through its subsidiaries, is engaged in sales and distribution of medical devices, sales of branded generic pharmaceutical drugs, commercial real estate investment and leasing, sales of point of entry full-body security systems, and specialized financial services. Through its medical products business unit, the Company sells WoundClot Surgical - Advanced Bleeding Control, the Disintegrator™ Insulin Needle Destruction Unit, the Carotid Artery Digital Non-Contact Thermometer and Zonis®. Its real estate leasing revenues are generated from various commercial properties under long-term lease. Additionally, RedHawk's real estate investment unit holds limited liability company interest in various commercial restoration projects in Hawaii. The Company's financial service revenue is from brokerage services earned in connection with debt placement services. RedHawk Energy holds the exclusive U.S. manufacturing and distribution rights for the Centri Controlled Entry System, a unique, closed cabinet, nominal dose transmission full body x-ray scanner. RedHawk Holdings Corp.
The Company believes the new name will better reflect the future direction of the business. The Company also said its
health care business unit will operate as a fully-owned subsidiary of RedHawk under the name Independence Health Corp., LLC.
The Company is waiting for regulatory approval to begin trading under its new trading symbol (HAWC) and new CUSIP number (75746Q103).
A/S: 450 Million - per state of Nevada active status *******Recent news*******
O/S: 360,094,082 Million - as of 7/2/15
Insiders Own 60%+ = Over 200 Million Shares
The company authorized up to 5,000 shares of preferred stock with a par value of $1,000.00 per share
IDNG HAS ZERO CONVERTIBLE DEBT
RedHawk Announces Board Changes
YOUNGSVILLE, LA / ACCESSWIRE / April 27, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that on April 20, 2016, certain shareholders of RedHawk Holdings Corp. (the "Company") holding 54.9% of the outstanding voting shares of the common stock of the Company approved the removal of Daniel J. Schreiber, John T. Milito and David Kleinhandler from the board of directors of the Company (the "Board"), effective immediately.
On April 22, 2016, same shareholders approved the election of G. Darcy Klug, Phillip Harris IV, Andre F. Toce Sr. and Robert H. Rhyne, Jr. as members of its Board to fill the vacancies created by the departure of Messrs. Schreiber, Milito and Kleinhandler, effective immediately. Mr. Klug has been elected the Chairman of the Board. The Company believes that these changes to the composition of the Board better align the extensive work experience of its Board members with the future direction of the Company's business activities.
Mr. Schreiber will remain as the Chief Executive Officer of the Company at this time.
Mr. Klug beneficially owns 54.9% of the outstanding voting shares of the common stock of the Company. He is currently the Company's Chief Financial Officer and has held that position since February 27, 2015. Additionally, the Company currently has a $100,000 Commercial Line of Credit with Beechwood Properties, LLC, which is an entity owned and controlled by Mr. Klug.
Mr. Harris is a retired executive from United Parcel Service ("UPS"). Mr. Harris attended Wake Forest University and is a 1976 accounting graduate from the University of North Carolina - Greensboro. He is a veteran and while in the military he was assigned to the United States Navy's "Fast Attack" submarine naval forces. He joined UPS in 1975 and held various positions with UPS. At the time of his retirement in 2000, he was UPS' Vice President of Corporate Compliance. There are no transactions reportable pursuant to Item 404(a) of Regulation S-K in connection with the election of Mr. Harris as a director.
Messrs. Toce and Rhyne joined the Company in April 2016 when they purchased $300,000 of the 5% Convertible Promissory Notes issued by the Company pursuant to that certain Securities Purchase Agreement, effective as of March 15, 2016, with an option to increase their purchase amount up to $500,000.
Mr. Toce has been a trial attorney since 1987 and is the owner and Senior Attorney at The Toce Law Firm, which represents oilfield service companies, independent oil and gas producers, mineral rights owners, royalty owners and landowners. He is also the President and Founder of the Andre F. Toce Sr. Family Foundation, which distributes money to the underprivileged in the world, including homes for battered single mothers and their children, alcohol and addiction recovery centers, and schools and orphanages in Uganda. He holds an undergraduate degree in Microbiology from Louisiana State University and received his Juris Doctorate in 1985 also from Louisiana State University.
Mr. Rhyne has been in private investments since 1987 when he co-founded Preheat, Inc. and served as its President and Chief Executive Officer until February 2006 when he joined OMNI Energy Services Corp. ("OMNI") as a result of OMNI's acquisition of Preheat, Inc. At OMNI, he was Vice President of Sales and Marketing and worked closely with Mr. Klug in OMNI's acquisition and business development program. In 2008, Mr. Rhyne returned to private investments which include investments in oilfield service equipment rentals and commissary operations for various state and parish correctional facilities. Mr. Rhyne has well over 25 years of experience in the oilfield service sector with an emphasis on sales and management. His international experience includes business activities in Hong Kong and Indonesia. Mr. Rhyne is a 1977 graduate from Nicholls State University with a degree in business.
RedHawk Establishes Innovation Center
YOUNGSVILLE, LA / ACCESSWIRE / April 14, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that it has established the RedHawk Innovation Center (the "Innovation Center") at the Louisiana State University ("LSU") Innovation Park (the "LSU Innovation Park"), a 200 plus acre university research park located five miles south of the main LSU campus in Baton Rouge, Louisiana. The Innovation Center will utilize the available resources of LSU, a Carnegie 1 Research Institution, to help design, develop, manufacture and market the Company's products and technologies, including WoundClot Surgical - Advanced Bleeding Control, the Disintegrator™ Insulin Needle Destruction Unit, the Carotid Artery Non-Contact Thermometer, Zonis®, the Centri Controlled Entry System and the Company's inventory of generic pharmaceutical drugs.
The Innovation Center will have access to LSU researchers, faculty, students, interns, equipment, intellectual property and the vast network of LSU alumni. Additionally, the Company said it expects that the Innovation Center will work closely with the Pennington Biomedical Research Center, the LSU Health Science Center, the Pennington BioTech Initiative and the LSU Emerging Technology Center. The LSU Innovation Park is home to 44 companies and research institutions that employ over 300 people.
Commenting on the Innovation Center, G. Darcy Klug, RedHawk's Chief Financial Officer and an LSU graduate said, "We believe our medical devices and security system are game-changing technologies. We also believe our ever-expanding inventory branded generic drugs may be able to address certain generic drug shortages currently prevalent in the United States. This alliance with the LSU Innovation Park, and the Pennington Biomedical Research Center, will enhance our product development and further improve our testing procedures. Additionally, we are working with representatives from Louisiana Economic Development and the Lafayette Economic Development Authority as we establish our manufacturing and marketing strategies."
Charles D'Agostino, Executive Director of the LSU Innovation Park stated, "We are excited about having Louisiana-based RedHawk Holdings Corp. as a part of our Innovation Park. It represents a strong partnership between the University and this leading edge innovative company whereby groundbreaking technologies are being created and commercialized to benefit the State of Louisiana and offer employment opportunities to our graduates."
RedHawk Acquires Exclusive U.S. Manufacturing and Distribution Rights for Centri Full Body Scanner
Nominal Dose Closed Cabinet X-Ray Detects Items Concealed in Body Cavities
YOUNGSVILLE, LA / ACCESSWIRE / April 11, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that it has acquired the exclusive U.S. manufacturing and distribution rights for the Centri Controlled Entry System ("Centri"), a unique, nominal dose transmission full body x-ray scanner capable of finding weapons, drugs and other metallic and non-metallic contraband concealed on and within the human body. The Company acquired these exclusive rights from Basic Technologies, Inc. ("BTI") who holds the exclusive worldwide license to manufacture and sell Centri.
Centri was successfully used as an important security tool at the Sochi Winter Olympic Games to search attendees and is currently widely used within Russia’s transportation sector. While entering the transportation sector is a long-range company objective, RedHawk said it will focus its initial marketing strategy on state and local correctional facilities. The Company expects manufacturing and assembly of the first Centri unit to commence on or before June 30, 2016.
Centri is a nominal dose, closed cabinet, transmission full body x-ray scanner safe and effective for general check point security. Centri produces a near medical quality image, revealing all items a person is either carrying, has ingested or has inserted within a body cavity or hidden in clothing. By scanning inmates, guards and visitors, correction facilities can quickly and safely detect weapons, drugs and other contraband on or with a person. Centri is capable of finding drugs, metallic and non-metallic contraband concealed within clothing, prosthetics and body cavities - something existing scanners typically used in airports and government buildings are not capable of detecting. The Company said it believes Centri will be useful in keeping drugs, weapons and other contraband from being smuggled via body cavities and endangering both inmates and correctional officers alike.
Centri’s uniqueness and competitive advantage stems from proprietary x-ray technology, resulting in extremely high resolution with minimal radiation emissions. These features result from its proprietary design and operating systems that enable it to be used on the same person multiple times per day, 365 days a year and still stay well below U.S. government radiation exposure limits. Based upon both its radiation safety record and its design specifications, the U.S. Food and Drug Administration previously granted permission for the lawful import and sale of Centri within the United States.
Centri will be manufactured and marketed through, Centri Security Systems LLC, a limited liability company owned 50% by RedHawk Energy Corp., LLC, a wholly-owned subsidiary of RedHawk, and 50% by BTI. While its initial marketing strategy will focus on state and local correctional systems, the Company said it will also focus marketing efforts on the precious metals, transportation and energy industries.
RedHawk Completes 25% Acquisition Stake In EcoGen Europe Ltd
YOUNGSVILLE, LA / ACCESSWIRE / March 24, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that it has signed a definitive agreement (the "Purchase Agreement") with, amongst others, Scarlett Pharma Ltd ("Scarlett") through its wholly-owned subsidiary RedHawk Pharma UK LTD to complete the previously announced acquisition of a 25% ownership investment in EcoGen Europe LTD ("EcoGen"), a United Kingdom company specializing in the manufacturing and the marketing of certain branded generic pharmaceuticals and medical devices. Scarlett, a United Kingdom company, will initially retain a 75% ownership position in EcoGen.
In exchange for the 25% stake in EcoGen, the Company will issue to Scarlett up to 100 million restricted shares of the common stock of the Company. Under the terms of the Purchase Agreement, 10 million shares were issued to Scarlett at closing with up to an additional 90 million shares (the "Earnout Shares") to be issued and vested pro rata as EcoGen reports audited EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). The issuance and vesting of the Earnout Shares will occur annually based upon audited results of EcoGen and will conclude on the earlier of EcoGen attaining cumulative EBITDA of $100 million or seven years from the closing date.
Additionally, during the seven-year period commencing on the closing date, the Company has the right, but not the obligation, to increase its ownership position in EcoGen up to a maximum of 49% of the entire capital of Ecogen. Should the Company exercise its option to increase its ownership position, the Company will issue to Scarlett, pro rata, up to an additional 100 million restricted shares of the common stock of the Company.
Concurrent with the execution of the Purchase Agreement, the Company entered into a Consultancy Agreement with Scarlett for the marketing and distribution in the United Kingdom and, where available, other European countries, certain products offered by RedHawk Medical Products UK LTD, including, but not necessarily limited to, WoundClot™ and the Disintegrator™ Insulin Needle Destruction Unit.
EcoGen also holds distribution rights in a number of European countries for Zonis®, a patented antimicrobial ionic silver calcium catheter dressing with both wound healing and haemostatic properties. It is designed to be placed directly over the exit site of all vascular and non-vascular percutaneous medical devices. Zonis® reduces bacteria colonization and related bloodstream infections by delivering ionic silver directly to the site.
The Company said it will use a portion of the shares previously returned to treasury in February 2016 to fund the 10 million shares issued to Scarlett at closing. The Company also said it expects EcoGen revenues from the sale of certain branded generic pharmaceutical drugs and medical devices will commence immediately. Further, the Company said Scarlett has initiated the marketing of WoundClot Advanced Bleeding Control ("WoundClot") pursuant to the previously announced exclusive distribution agreement between RedHawk Medical Products UK LTD and Core Scientific Creations Ltd., and revenues from the sale of WoundClot are also expected to commence during the three-month period ending on June 30, 2016.
Commenting on the completion of the EcoGen investment, Daniel J. Schreiber, Chairman and Chief Executive Officer of the Company, said, "RedHawk's investment in EcoGen and our affiliation with Scarlett is a major milestone in the development of our medical products business unit. Not only have we added branded generic pharmaceuticals to the list of products being offered by our medical products unit, closing of this transaction aligns us with a highly respected marketing and management pharmaceutical and medical device team, allowing us to immediately develop and expand our medical products unit. While our initial marketing efforts are focused on the European countries, our affiliation with EcoGen and Scarlett now allows us to not only consider offering other medical devices and pharmaceutical products in the United Kingdom, but it also permits us to consider possible avenues of entry into the United States' medical device and pharmaceutical markets."
Redhawk Settles Claim against Former Executive
YOUNGSVILLE, LA / ACCESSWIRE / February 22, 2015 / RedHawk Holdings Corp.(IDNG) ("RedHawk" or the "Company") announced today it has reached an agreement with Howard J. Taylor, RedHawk's former Chief Executive Officer and Chairman of the Board, in settlement of the claims against Mr. Taylor in that certain litigation styled RedHawk Holdings Corp. and Beechwood Properties, LLC vs, Craig Investments, LLC and Howard J. Taylor (the "Litigation") filed on or about November 19, 2015 in the Southern District of New York, Case No. 1:15-cv-09127 in connection with the November 2014 sale of unregistered securities.
Currently, Mr. Taylor, through either Concorde Capital Limited ("Concorde") or another entity controlled by Mr. Taylor, owns 18,021,535 shares of RedHawk common stock (approximately 4.9% of RedHawk's outstanding common shares). In exchange for a payment of $42,500 and other consideration provided in the settlement agreement, Mr. Taylor agreed to sell, assign, transfer and/or convey, all of these shares, and the Company agreed to purchase into its treasury, all of these shares of the Company, which together constitute all of the shares of stock of the Company owned by Mr. Taylor and/or Concorde and/or another entity.
The Litigation remains pending against Craig Investments, LLC. whose members allegedly own 14,905,915 shares of RedHawk common stock and warrants to purchase an additional 7,452,959 shares of RedHawk common stock at a price of $0.005 per share.
Redhawk Reports Second Quarter Results
YOUNGSVILLE, LA / ACCESSWIRE / February 16, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today a net loss of $26,709 with revenues of $5,200 for the three month period ended December 31, 2015. The second quarter results included professional fees totaling $137,176 incurred principally in connection with the Company's balance sheet recapitalization program and its strategy to pursue various target acquisitions. These unusually high levels of professional fees were offset with one-time income benefit of $156,697 resulting from the expiration of certain indebtedness.
The second quarter 2015 results compare to a net loss of $56,665 loss for the three month period ended December 31, 2014 on minimal revenues for the 2014 second quarter. The second quarter 2014 results included a one-time benefit of $37,351 resulting from the cancellation of certain management fees to former Company executives who were dismissed and not replaced. Excluding this one-time benefit in the management fees, the Company would have reported a net loss of $94,016.
Commenting on the second quarter results, Daniel J. Schreiber, the Chairman of the Board of Directors and the Chief Executive Officer of the Company, said, "During the second quarter, we initiated our program to recapitalize our balance sheet. The recapitalization program will continue into the third quarter and will include a $250,000 equity injection from Tom Concannon, our newly appointed Chief Operating Officer, in exchange for 250 shares of our Series B Preferred Stock. The balance sheet recapitalization will also include acquisition of an additional 530 Class A Units in the Tower Hotel Fund 2013, LLC in exchange for 1,183 shares of our Series A Preferred Stock. The purchase of these additional Class A Units increases our membership ownership interest in the restoration project to approximately 5.5%."
"Once the recapitalization program is complete," continued Schreiber, "management will then focus on completing several strategic transactions currently in process or under consideration, developing product awareness, establishing the revenue stream for each of our business units, maximizing profitability and enhancing shareholder value."
RedHawk Seeks Damages from Its Former Professionals
38 minutes ago YOUNGSVILLE, LA / ACCESSWIRE / February 8, 2015 / RedHawk Holdings Corp. (IDNG)
("RedHawk") announced today that it is seeking third-party damages against Saturna Group Chartered Accountants, LLP, its former accountants, PLS CPAs, its former registered public accounting firm, and MacDonald Tuskey, its former securities attorneys (collectively "the Defendants").
The petition, originally filed by American Medical Distributors, Inc. ("AMD"), on behalf of the stockholders of RedHawk, in United States District Court for the Eastern District of New York (Case No. 15-cv-06532 ADS), is based on disputes under the Asset Purchase Agreement between AMD and RedHawk (formerly known as Independence Energy Corp.). AMD is majority owned and controlled by Daniel J, Schreiber ("Schreiber") and G. Darcy Klug ("Klug"), RedHawk's Chief Executive Officer and Chief Financial Officer, respectively. Schreiber and Klug collectively own 67% of the outstanding shares of RedHawk.
The lawsuit alleges the Defendants assisted RedHawk's former management in overstating the disclosed valuation of RedHawk's ownership interest in certain oil and gas leases and wells thus resulting in irreparable damage to RedHawk and its stockholders. The petition demands "trial by jury" and seeks damages, jointly and severally, from the Defendants of not less than $700,000.
Redhawk Medical Products U.K. Ltd. To Market WoundClot Surgical - Advanced Bleeding Control
- RedHawk Obtains Exclusive U.K. Distribution Rights
YOUNGSVILLE, LA / ACCESSWIRE / February 2, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that RedHawk Medical Products U.K. Ltd. has entered into a contract for the exclusive distribution rights to WoundClot Surgical - Advanced Bleeding Control ("WoundClot") in the United Kingdom. WoundClot, developed and manufactured in Israel by Core Scientific Creations Ltd., is the first Class III medical device, fully implantable surgical hemostat designed to stop moderate to severe arterial and venous hemorrhage without the need to compress directly onto the wound.
WoundClot, made from cellulose, has been uniquely engineered and manufactured with a patented molecular structure, designed to entrap platelets and coagulants in a modified physical molecular matrix. This specific design creates a haemodynamic polymer membrane with high adherence and resilience properties that is able to both withstand extremely high pressure bleeds and immediately reduce blood flow. Simultaneously, the specifically designed functional molecular groups transform to enhance and activate the natural coagulation processes up to five times more efficiently than existing available products. Once the bleeding has stopped and the coagulation cascade has formed, the product can easily be removed, if desired, without disrupting the already-formed clot. Additionally, unlike other available products on the market, WoundClot is fully bio-absorbable and bio-degradable and, if needed, can be left in the wound to degrade safely within seven days.
This recently-approved revolutionary technology is currently being used by Israeli first responders and surgeons worldwide. WoundClot is in the final stages of acceptance and approval by the United States military and is currently being field-tested by the Israel Defense Forces and other militaries. WoundClot was first offered for commercial applications in November 2014.
RedHawk stated, with the assistance of EcoGen Europe Ltd., its European pharmaceutical partner, that it has agreed to initially market WoundClot to hospitals and emergency rooms in the United Kingdom.
Energy Industry Veteran Appointed to Redhawk's Board of Directors
YOUNGSVILLE, LA / ACCESSWIRE / January 14, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today the appointment of Felix C. Spizale ("Mr. Spizale") to its board of directors. Mr. Spizale will replace Edward P. Crowley as part of the Company's transition to a board being comprised of a majority of independent directors. Mr. Spizale's appointment to and Mr. Crowley's resignation from RedHawk's board of directors will be effective February 1, 2016. Mr. Crowley will continue as President of RedHawk Financial Services LLC, the Company's financial services business unit.
Mr. Spizale is a 45-year veteran in the energy industry. For the past 14 years, he was a consultant for private companies specializing in oil and gas exploration and petroleum pipeline operations. Prior to his consulting work, he held various engineering, general manager and executive-level positions over his 32-year career at Texaco, Inc. ("Texaco").
Mr. Spizale joined Texaco in 1969 as a petroleum engineer in Texaco's Offshore District in Morgan City, Louisiana. In 1975, he was named Assistant District Petroleum Engineering Manager, responsible for the oversight of Texaco's offshore production in the Gulf of Mexico. In 1976, he was transferred and appointed to become Superintendent of Oil and Gas Processing, and subsequently Construction/Offshore Installation Manager, in charge of the design and construction of Texaco's North Sea Tartan Platform Production Facilities.
Between 1980 and 1991, Mr. Spizale held several managerial positions, responsible for Texaco's domestic onshore and offshore operations. Beginning in 1991, he held managerial positions within Texaco's Rocky Mountain operations, including Assistant to the President for the Denver Exploration and Production Division, Senior Vice President of Finance and Senior Vice President of Texaco's Central and Western Region Operations, responsible for Texaco's pipeline, terminal and marketing operations. In 1998, Mr. Spizale was named General Manager/President of Texaco Pipeline International, LLC which was responsible for identifying and optimizing Texaco's worldwide pipeline opportunities. Mr. Spizale retired from Texaco at the end of December 2001.
Mr. Spizale holds a Bachelor of Science degree in petroleum engineering from the University of Louisiana - Lafayette and is a graduate of the Columbia University Program for Executive Management Development. He is a member of the American Petroleum Institute and the Society of Petroleum Engineering. Over his career, he has held numerous civic and organizational board positions.
RedHawk Completes Medical Device Purchase
RedHawk Receives $1.0 Million Working Capital Infusion
Thomas J. Concannon to Join Redhawk
YOUNGSVILLE, LA / ACCESSWIRE / January 4, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today it has completed the previously announced acquisition of certain high-quality medical device technology, including the tangible and intangible assets, for the Disintegrator(TM) Insulin Needle Destruction Unit ("Disintegrator") and the Carotid Artery Non-Contact Thermometer ("CAT"). The Disintegrator is the only needle destruction device approved by the United States Food and Drug Administration. With the acquisition, RedHawk also said it has named the products' inventor, Jason M. Roth, as the President of its medical device business unit, RedHawk Medical Products & Services, LLC ("RedHawk Medical").
Concurrent with completion of the asset acquisition, the Company received from Beechwood Properties, LLC ("Beechwood"), a working capital injection of approximately $1.9 million of cash and marketable securities, net of a $1.0 million, 3.5% per annum, line of credit. The working capital infusion was received in exchange for 1,000 shares of the Company's newly designated 5% Series B Preferred Stock, $1,000 par value. Additionally, Beechwood converted into 100 shares of the Company's 5% Series A Preferred Stock, $1,000 par value, $100,000 of the Company's outstanding obligation to Beechwood.
Beechwood beneficially owns approximately 55.8% of RedHawk's outstanding common stock. Mr. G. Darcy Klug, the Company's Chief Financial Officer and Secretary, owns and controls Beechwood.
Commenting on the completion of the acquisition of the Disintegrator, Daniel J. Schreiber, Chief Executive Officer, said, "The acquisition of the Disintegrator(TM) and the CAT, combined with the addition of Jason to our management team, is just the first step in building our medical device business unit. Further strategic acquisitions are anticipated. Jason is widely recognized in the medical industry for his creative and inventive medical device talents. He is an exciting addition to the RedHawk management team."
"During the 2015 year," continued Schreiber, "We restructured our balance sheet in order to position RedHawk to pursue various strategic acquisitions. With closings of the Disintegrator acquisition and the Beechwood working capital infusion, RedHawk's balance sheet has improved dramatically. We can now focus on closing other previously announced acquisitions and maximizing revenues and profitability"
Jason M. Roth said, commenting on the acquisition and his joining RedHawk Medical, "I am thrilled to be associated with RedHawk Medical and to be an integral part of the outstanding RedHawk management team. I believe the Company is well positioned to bring new and exciting medical products into both the U.S. and European medical marketplace. I believe these new and exciting products, combined with additional strategic business combinations currently under consideration, will help accelerate the growth of RedHawk Medical."
"I invented the Disintegrator to address two huge problems which currently plague the medical industry - needle sticks and hazardous waste disposal. The U. S. Centers for Disease Control and Prevention estimates that more than a half-million accidental sticks occur annually, with many of those injuries going unreported. In addition to potential threats to medical professionals, sharps often end up in recycling centers where workers who come into contact with the used needles can be hurt, or worse, contract life-threatening disease."
"Legislators have passed laws to make it illegal to throw needles and sharps into the trash, but they didn't mandate a system to safely dispose of them. Because needles are considered hazardous medical waste, used needles must be placed in puncture-proof containers and taken to special drop-off sites. Many times, patients have to travel a long-distance to safely dispose the needles but some of these patients are elderly or too ill to travel these long distances. Although, they can pay to participate in a disposal program through the mail, wherein used needles are shipped in safe containers to disposal sites, these programs can be expensive."
"Because of the growing problem of needle sticks and hazardous waste disposal that continues to plague the medical industry, I created the Disintegrator. Using proprietary technology that creates an electric arc, the unit safely converts a used needle into a safe, powder residue in a matter of a few seconds. The powder residue is then no longer considered a hazardous material and can be safely disposed with the normal household waste."
- YOUNGSVILLE, LA / ACCESSWIRE / December 10, 2015 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that Thomas J. Concannon will join the Company effective February 1, 2016 as its Executive Vice President and Chief Operating Officer. Upon joining RedHawk, Mr. Concannon will be appointed to become a member of the Company's board of directors. Mr. Concannon has over 25 years of industry experience and has worked as a financial consultant in private industry since 2013.
RedHawk to Acquire Needle Disintegrator(TM) Beechwood Properties, LLC to Inject Up to $1 Million of Working Capital
Between 2010 and 2013, Mr. Concannon was the Senior Vice President and Secretary for Wolfpack Energy Services, LLC, a Texas-based provider of rental equipment and tubular services to the oil and gas industry. Between 2008 and 2010, he held a similar senior financial position with RedHawk Energy Corp., an oilfield services company owned by Beechwood Properties, LLC ("Beechwood"). Beechwood is the beneficial owner of approximately 38% of RedHawk's common stock and is owned by G. Darcy Klug, the Company's Chief Financial Officer.
Between 1996 and 2006, Mr. Concannon served as Vice President and Chief Financial Officer of Geokinetics Inc., a Nasdaq-listed provider of seismic acquisition and data processing services to the oil and natural gas industry. From 1992 to 1996, Mr. Concannon worked as a private financial consultant for various energy companies. Prior to 1992, Mr. Concannon served as President of NJR Energy, an oil and natural gas exploration company and as a director of its parent company, New Jersey Resources, a New York Stock Exchange Company. Prior to receiving his Juris Doctor degree from St. John's University School of Law, Mr. Concannon earned his Bachelor of Science in Accounting from Manhattan College and was a member of the audit staff of PricewaterhouseCoopers.
YOUNGSVILLE, LA / ACCESSWIRE / December 2, 2015 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that its wholly-owned medical device subsidiary, RedHawk Medical Products & Services, LLC, has signed a non-binding Letter of Intent ("LOI") to acquire all of the tangible and intangible property rights for the Disintegrator(TM) Insulin Needle Destruction Unit ("Disintegrator(TM)"), the only needle destruction device approved by the United States Food and Drug Administration ("FDA"). Closing is expected to be completed by December 31, 2015.
The Company also said that concurrent with the closing of the purchase of the Disintegrator(TM), Beechwood Properties, LLC ("Beechwood") will inject up to $1 million into RedHawk for working capital purposes. Beechwood currently owns beneficially, 37.9% of RedHawk's outstanding common stock. Mr. G. Darcy Klug, the Company's Chief Financial Officer and Secretary, owns and controls Beechwood.
The Disintegrator(TM) is a portable, battery operated, insulin-needle destruction device for use at home primarily by diabetics. The device is intended for the destruction and environmentally friendly disposal of 27-30 guage insulin hypodermic needles that are 5/16 to 1/2 inch in length. It can be used with most insulin pens with disposable insulin syringes from 1/3 to 1 cubic centimeter in volume. The Disintegrator(TM) is used by diabetics for the safe and environmentally friendly disposal of needles following their use and is an effective alternative to hazardous waste needle disposal utilizing sharps containers.
The acquired assets will include, but will not be limited to, all matters subject to the Disintegrator(TM) original patent applications, including technical designs, drawings, trademarks, tradenames, FDA documents, clinical test data, and all manufacturing tooling and fixtures. The Company said it will also employ the product's inventor in order to enhance the product's original design, performance and use. The Company said the new design will broaden the product's capabilities beyond home use by diabetics and will then include the use in commercial applications such as hospitals, clinics and non-acute healthcare facilities.
The Company expects to launch its Disintegrator(TM) marketing campaign in Europe and the Middle East starting in 2016 and will initially focus on the diabetic industry. RedHawk said it will utilize the marketing team from EcoGen - Europe in executing its marketing strategy where, in the United Kingdom alone, 700 people per day are diagnosed with diabetes. Since 1996, the number of diabetics in the United Kingdom has more than doubled from 1.4 million to 3.9 million. It is estimated that one in sixteen people in the United Kingdom have either diagnosed or undiagnosed diabetes. Approximately £10 billion annually, or 10% of the country's healthcare budget, is spent on diabetes related costs. In addition, in the United Kingdom alone, over 100,000 needle stick injuries occur each year to healthcare workers resulting in an annual cost burden of over £300 million.
RedHawk will issue 60 million restricted shares of its common stock to acquire the Disintegrator(TM) tangible and intangible assets. The restricted shares will vest pursuant to certain agreed upon performance milestones including, but not limited to, the Company's acceptance of new product design and engineering, manufacturing processes, defined gross profit margins, the issuance of final world-wide patent protection and agreed upon sales volumes.
Announcing the acquisition of the Disintegrator(TM), Daniel J. Schreiber, RedHawk's Chief Executive Officer, said "The healthcare industry generates hundreds of millions of tons of hazardous waste each year with used needles, some of which find their way into landfills worldwide. The Disintegrator(TM) can save the healthcare industry many millions of dollars annually with this environmentally friendly method for disposing used needles, a hazardous waste product, while establishing a safer workplace for millions of healthcare workers."
Schreiber continued, "Needle disposal and needlestick concerns are not isolated to the United Kingdom. OSHA estimates 5.6 million healthcare industry workers in the United States are at risk of occupational exposure to bloodborne pathogens via needlestick injuries. Each year 385,000 needlestick injuries and other sharps-related injuries are sustained by U.S. hospital based healthcare personnel. This equates to an average of around 1,000 sharps injuries per day in U.S. hospitals. Including other non-acute healthcare facilities, it is estimated that 600,000 healthcare personnel incur a needlestick injury each year in the U.S. 40% of injuries occur after use and before disposal of sharp devices, 41% of injuries occur during the use of sharp devices on patients, and 15% of injuries occur during or after disposal. Virtually all healthcare personnel worldwide are at risk of harm from occupational exposures such as needlestick injuries. While nurses sustain approximately half of all needlestick injuries, physicians, housekeeping and maintenance staff, technicians and administrators are also harmed. According to the American Hospital Association, one case of serious infection by bloodborne pathogens can soon add up to $1 million or more in expenditures for testing, follow-up, and disability payments. Costs that are harder to quantify include the emotional cost associated with fear and anxiety from worrying about the possible consequences of an exposure, direct and indirect costs associated with drug toxicities and lost time from work."
Closing of the acquisition of the Disintegrator(TM) intellectual properties and related tangible assets is contingent upon, among other things, approval by RedHawk's board of directors, negotiations and acceptance by both parties of a definitive purchase agreement, and the satisfactory completion of legal and financial due diligence.
RedHawk Announces First Quarter Results
YOUNGSVILLE, LA / ACCESSWIRE / November 19, 2015 / (IDNG) - RedHawk Holdings Corp.
("RedHawk" or the "Company") announced today that it has reported a net loss of $108,404 for the three months ended September 30, 2015, as compared to a net loss of $46,171 for the three months ended September 30, 2014. The $62,233 increase in the net loss was attributable to higher professional fees combined with higher amortization costs, which more than offset lower management fees for the three months ended September 30, 2015. The higher professional fees during the three months ended September 30, 2015 related primarily to increased business transactions and certain regulatory issues. The amortization expense for the three months ended September 30, 2015 was associated with the March 31, 2014 acquisition of certain intangibles from American Medical Distributors, LLC. There was no amortization expense recorded during the three months ended September 30, 2014.
Commenting on the first quarter results, Daniel J. Schreiber, Chairman and Chief Executive Officer, said, "We have initiated the program to re-capitalize our balance sheet. This recapitalization allows us to continue pursuing expansion of our land, medical device, pharmaceutical, and financial services business units. The next step in our balance sheet recapitalization includes obtaining the working capital necessary to complete certain previously announced acquisitions."
"Negotiations and due diligence are ongoing with the previously announced strategic acquisition targets," continued Schreiber. "During the quarter ending December 31, 2015, we expect to complete the acquisition of the membership interests in the previously announced real estate restoration project in Hilo, Hawaii. Closing of the previously announced European pharmaceutical acquisition is expected to be finalized in early 2016 after completion of ongoing due diligence."
Schreiber added, "During the 2015 fiscal year, we focused on re-directing our business strategies. During the 2016 fiscal year, we are focused on identifying and completing strategic transactions with strong growth potential. We believe with this disciplined approach and with management's execution of our business plan and model, RedHawk is well positioned to enhance future shareholder value."
Redhawk Completes Commercial Real Estate Acquisition
RedHawk Initiates Balance Sheet Recapitalization
YOUNGSVILLE, LA / ACCESSWIRE / November 16, 2015 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or "Company") announced today that its wholly-owned subsidiary, RedHawk Land & Hospitality, LLC ("RedHawk Land"), has completed the previously announced acquisition of certain commercial property currently under long-term lease to the State of Louisiana. The acquisition was effective November 12, 2015.
RedHawk acquired the property from Beechwood Properties, LLC ("Beechwood"), which currently owns 34.91% of RedHawk's outstanding common stock. Mr. G. Darcy Klug, the Company's Chief Financial Officer and Secretary, owns and controls Beechwood. Following the transaction, all of Beechwood's interests in the property are held by RedHawk Land.
The purchase price for the property was $480,000, and was paid by the Company assuming $265,000 of long-term bank indebtedness ("Note") plus the issuance of 215 shares of the Company's newly designated Series A Preferred Stock ("Series A Preferred"). The purchase price of the property was determined by independent third party appraisers commissioned by the financial institution providing the long-term financing for the acquisition, plus the cost of specific security improvements requested by the State of Louisiana.
The Series A Preferred has an initial stated value of $1,000 per Series A Preferred share and accrue dividends at a rate of 5.0% of the stated value per year. The Company has the option to pay dividends in cash or through an increase in the stated value. Following the six month anniversary of the issuance of the Series A Preferred, they are convertible into 14,333,333 shares of RedHawk common stock, which amount may be increased pursuant to the provisions of the Series A Preferred to the extent dividends are paid through an increase in the stated value. Each Series A Preferred is entitled to vote 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. The Note accrues interest at 5.95% per annum, matures in June 2021 and is secured by the commercial property, including the improvements thereon, and the personal guarantee of Mr. Klug.
The commercial property is under lease to the Louisiana Third Circuit Court of Appeals until August 2017, but negotiations are currently ongoing to extend the maturity date of the lease through December 2022.
Commenting on the closing of this transaction, Daniel J. Schreiber, Chief Executive Officer, said, "We are recapitalizing our balance sheet in order to pursue strategic, performance-driven opportunities with an emphasis on revenues, profitability and shareholder value. Earlier this week, we announced our intentions to broaden the products offered by our medical unit and expand its operations internationally. Further expansion in this business unit is expected."
"Today we are announcing the acquisition of this Lafayette-based commercial property currently under long-term lease to the State of Louisiana," continued Schreiber. "This acquisition initiates the revenue stream for RedHawk Land. We will focus RedHawk Land's attention to completing the previously announced acquisition of the membership interests in the restoration of the iconic Naniloa Hilo Resort located in Hilo, Hawaii. We remain confident we will complete this acquisition by the end of the second quarter."
Redhawk To Acquire Stake In European Pharma Company
YOUNGSVILLE, LA / ACCESSWIRE / November 9, 2015 / RedHawk Holdings Corp. (IDNG)
("RedHawk" or "Company") announced today that it has entered into a non-binding Letter of Intent ("LOI") to acquire a 25% ownership stake in a joint venture (the "Joint Venture") between EcoGen Europe ("EcoGen") and a wholly-owned medical subsidiary of RedHawk. Under the LOI, the Company would have the option to increase its ownership position in the Joint Venture to 49%.
EcoGen holds distribution rights in a number of European countries for the patented anti-infection product Zonis(R) and the manufacturing rights to a number of widely prescribed generic drugs sold in the United Kingdom.
In exchange for its 25% ownership stake, the Company will issue to EcoGen 100 million restricted shares of RedHawk common stock. Pursuant to the terms of the LOI, the restricted shares would vest ratably as the Joint Venture achieves certain EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) milestones. Vesting would conclude upon the earlier of the Joint Venture attaining approximately $100 million of cumulative EBITDA or seven (7) years from the closing date.
The Company intends to complete the definitive purchase agreement by December 31, 2015 but in no event later than March 31, 2016. The transaction is contingent upon, among other things, approval by RedHawk's board of directors, the negotiation, acceptance and execution of a definitive purchase agreement, acceptance and approval by the shareholders of EcoGen, satisfactory completion of legal and financial due diligence, and the closing of acceptable financing or the receipt of additional equity capital, if necessary.
Independence Energy Amends Its Articles of Incorporation
Oct 16, 2015 (ACCESSWIRE via COMTEX) -- YOUNGSVILLE, LA / ACCESSWIRE / October 16, 2015 / IDNG, -15.97%
- Independence Energy Corp. (the "Company") announced today it that it has amended and restated its articles of incorporation to, among other things, change the Company's name from "Independence Energy Corp." to "RedHawk Holdings Corp." The amended and restated articles were filed with the Secretary of State of the State of Nevada on October 12, 2015 and became effective on October 13, 2015. The Company is waiting for regulatory approval to begin trading under its new trading symbol (HAWC) and new CUSIP number (75746Q103).
INDEPENDENCE CONTINUES RESTRUCTURING
INDEPENDENCE CONTINUES RESTRUCTURING THROUGH JUNE 30, 2015 TRANSITION PERIOD
Youngsville, Louisiana (OTC: IDNG) – Independence Energy Corp. (“Independence”) announced today a net loss of $105,614, or $0.00 per diluted share, for the five month period ended June 30, 2015. The results for the five month period included a $28,860 non-cash charge related to the amortization of certain intangible assets acquired in March 2014. For the comparable five month period ended June 30, 2014, Independence reported a net loss from continuing operations of $142,370 and a net loss of $290,553, or $0.00 per diluted share.
**The Company said that on or about August 24, 2015, it expects to file with the Secretary of State for the State of Nevada the shareholder approved Amended and Restated Articles of Incorporation that, among other things, officially changes its name to RedHawk Holdings Corp. (“RedHawk”). The Company said that it will initiate trading under the symbol “HAWC” once it has completed the filing of the Amended and Restated Articles of Incorporation.
Commenting on the transition period results, Daniel J. Schreiber, Independence’s Chief Executive Officer, said, “During the five month transition period ended June 30, 2015, we continued to focus on reducing operating expenses, reviewing prior business activities, completing the disposition of our oil and gas properties, preparing for the recapitalization of our balance sheet and re-directing the future business activities of RedHawk.”
“Independence is in advanced talks to complete the acquisition targets previously announced” Schreiber continued. “These acquisition targets are focused on expanding the RedHawk Land & Hospitality LLC business unit through the acquisition of commercial property located in Lafayette, Louisiana and an ownership interest in the iconic Naniloa Hilo Resort located in Hilo, Hawaii. The Company hopes to complete the purchase of the Lafayette property during the quarter ended September 30, 2015, and the Hilo interest during the quarter ended December 31, 2015. Because some of these targeted acquisitions under consideration may impact future operations of our health care business unit, we have deferred, at this time, the decision to internally expand our marketing distribution network for the sale of our digital non-contact thermometers.”
Completion of the acquisitions are contingent upon, among other things, satisfactory completion of due diligence, the negotiation and execution of definitive purchase agreements, completion of satisfactory appraisals, and the approval of the transactions by disinterested members of Independence’s Board of Directors.
Redhawk Land & Hospitality to Acquire Investment in Hawaiian Resort
YOUNGSVILLE, LA / ACCESSWIRE / August 4, 2015 /
Independence Energy Corp. (IDNG)
announced today that its wholly-owned real estate subsidiary, RedHawk Land & Hospitality, LLC, ("RedHawk") is in advanced discussions to acquire a 5.59% membership interest and a 7.79% net profits interest, in the iconic Naniloa Hilo Resort located in Hilo, Hawaii. Additionally, it is contemplated that as part of this transaction, RedHawk will acquire from Avior Capital LLC ("Avior") the right to purchase, an additional 18.28% membership interest and a 9.14% net profits interest in the venture.
RedHawk said it would acquire the membership interests and the right to purchase from the Schreiber Living Trust (the "Trust"), Beechwood Properties, LLC ("Beechwood") and Avior. The Trust and Beechwood collectively own 51.24% of the Independence Energy Corp.'s outstanding common stock. Mr. Dan Schreiber, Independence Energy Corp.'s Chief Executive Officer and Chairman, has voting control over the assets of the Trust and Avior, while Mr. G. Darcy Klug, Independence Energy Corp.'s Chief Financial Officer and Secretary, owns and controls Beechwood. Following this proposed transaction, all of Avior's, the Trust's and Beechwood's interests in this project will be held by RedHawk.
In December 2013, the Trust and Beechwood participated with WHR LLC in the $7 million acquisition of the historic Naniloa Hilo Resort. Recently, all necessary governmental approvals have been secured and satisfactory financing arranged to commence a $20 million restoration of the 388 room hotel. Restoration is expected to be completed in early 2016.
When completed, the resort will be re-branded as The Hilo Doubletree by Hilton and Golf Resort at the Naniloa in Hilo, Hawaii, and will be managed by Aqua Hospitality, Inc. Independent third party appraisers commissioned by the bank providing the restoration financing have estimated that the hotel will be worth $71,500,000 after restoration is complete and $102,000,000 after a three-year stabilization period under the Hilton flag.
A definitive purchase agreement for the membership interest, the net profits interests and the assignment of the right to purchase is anticipated to be completed and executed by RedHawk, Avior, the Trust and Beechwood within ninety (90) days of this announcement. Closing of the transaction is expected to be completed in the second quarter of Independence Energy Corp.'s fiscal year ending June 30, 2016. The transaction is contingent upon, among other things, approval by the Independence Energy Corp. board of directors, the negotiation and acceptance of a mutually agreed upon purchase price, execution of a definitive purchase agreement, consent of the other project investors to the assignment of the membership and net profits interests by the Trust and Beechwood to RedHawk, the transfer of the Avior right to purchase, satisfactory completion of legal due diligence, and the closing of acceptable financing or additional equity capital, if necessary.
Independence to Change Name to Redhawk Holdings Corp.; Will Change to June 30 Year End
YOUNGSVILLE, LA / ACCESSWIRE / May 28, 2015 / Independence Energy Corp. (IDNG)("Independence" or "Company") announced today that its board of directors has authorized the Company to initiate the process of seeking shareholder approval to change the corporate entity name to RedHawk Holdings Corp. ("RedHawk"). When the process is complete, the Company intends to make application for a new "CUSIP" number and a new trading symbol.
The Company believes the new name will better reflect the future direction of the business. The Company also said its health care business unit will operate as a fully-owned subsidiary of RedHawk under the name Independence Health Corp., LLC.
In addition to the name change, the Company's board of directors has approved a change in the Company's year end from January 31 to June 30. The company believes the change in year end will better reflect the operating cycles of its investment portfolio. In connection with the change in year end, the Company will report a transition period for the five (5) months beginning February 1, 2015 and ending June 30, 2015.
Redhawk Land & Hospitality to Acquire Commercial Real Estate
YOUNGSVILLE, LA / ACCESSWIRE / June 29, 2015 / (IDNG) -
Independence Energy Corp. ("Independence" or "the Company") announced today that RedHawk Land & Hospitality, LLC, a wholly-owned subsidiary of the Company, has tentatively agreed to acquire from Beechwood Properties, LLC ("Beechwood"), certain commercial real estate currently under long-term lease to the State of Louisiana. Beechwood owns 35.39% of the Company's outstanding common stock, and is owned and controlled by G. Darcy Klug, the Company's Chief Financial Officer.
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The property to be acquired was built in the early 1930's and is located in the historic district of Lafayette, Louisiana. The property was acquired by Beechwood in 2008 and following a renovation and restoration completed in 2010, has been under a long-term lease agreement with the 3rd Circuit Court of Appeals for the State of Louisiana.
A definitive purchase agreement for the property is anticipated to be completed and executed by the Company and Beechwood within sixty (60) days of this announcement, and the closing of the transaction is expected to be completed by the end of the first quarter of the Company's fiscal year ending June 30, 2016. The transaction is contingent upon board approval, the negotiation and acceptance of a mutually agreed upon purchase price and execution of a definitive purchase agreement, assignment of the existing lease agreement to the Company, satisfactory completion of legal due diligence and appraisals, and the closing of acceptable debt financing.
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