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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.
YOUNGSVILLE, La., June 14, 2017 (GLOBE NEWSWIRE) -- RedHawk Holdings Corp. (IDNG) (“RedHawk” or the “Company”) announced today consolidated net income of $151,641 ($nil per share) on net revenues of $427,276 for the three month period ended March 31, 2017. On minimal revenues, RedHawk previously reported a net loss of $653,811 ($nil per share) for the comparable three month period ended March 31, 2016.
The Company said the significant improvement in its profitability resulted from lower operating expenses and improved margins on sales of its pharmaceutical branded generics and “specials” through its United Kingdom-based investment in EcoGen Europe, Ltd (“EcoGen”).
For the nine month period ended March 31, 2017, RedHawk said EcoGen, its branded generic pharmaceutical business unit, generated operating income of approximately $270,000 on net revenues of approximately $775,500.
The Company also reported that it has reached an agreement with its United Kingdom (“UK”) partners to resolve certain previously announced business questions that had recently come to its attention during due diligence. With this resolution, the Company said it has resumed negotiations with its UK partners about the possible increase in its ownership position in EcoGen. RedHawk said it hopes negotiations on the new ownership structure will be completed within the next thirty days.
In March 2016, RedHawk, through its wholly-owned subsidiary RedHawk Pharma UK LTD, completed the acquisition of a 25% ownership investment in EcoGen, a United Kingdom company specializing in the manufacturing and the marketing of certain branded generic pharmaceuticals and medical devices. Scarlett Pharma Ltd, a United Kingdom company, initially retained a 75% ownership position in EcoGen. 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.
At March 31, 2017, the UK’s National Health Service discontinued the permitted sale of NP8’s and special obtains pharmaceuticals. To address this change, RedHawk has re-aligned its pharmaceutical operations to reduce overhead and has lowered its offered customer discounts to increase profit margins. Further, RedHawk said it has expanded the marketing of its branded generics to Clinical Commissioning Groups in the UK. The Company also said it is in negotiations to expand the number of generic drugs currently being offered by EcoGen. The Company believes the successful implementation of this plan will help offset any short-term lost revenues resulting from the discontinuation of NP8’s and special obtains.
The Company also said RedHawk Medical Products & Services, LLC has commenced production and sales of its SANDD mini (Sharps and Needle Destruction Device) with an initial sales order negotiated during the June 30, 2017 quarter.
In December 2015, the Company acquired all of the tangible and intangible property rights for the SANDD mini (formerly known as the Disintegrator™ Insulin Needle Destruction Unit), the only needle destruction device approved by the United States Food and Drug Administration (“FDA”). The acquired assets included all matters subject to the SANDD mini original patent applications, including technical designs, drawings, trademarks, tradenames, FDA documents, clinical test data, and all manufacturing tooling and fixtures.
The SANDD mini 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 gauge insulin hypodermic needles that are 5/16 to ½ 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 SANDD mini 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 Company further said it is evaluating certain modifications to the original SANDD mini design which, if successful, would significant expand the unit’s market capabilities and will then include the allergy, cosmetology and ophthalmology medical device markets. RedHawk also said it has decided to exit the exploration and production section of the energy sector and instead focus more on possible acquisition of energy service providers where it believes business valuations are more attractive.
YOUNGSVILLE, La., May 02, 2017 (GLOBE NEWSWIRE) -- RedHawk Holdings Corp.(IDNG) (“RedHawk” or the “Company”) announced today that it is investigating several potentially disappointing and unexpected matters which came to its attention during the due diligence review for evaluating a possible increase in its ownership position of EcoGen Europe Ltd.
The Company said these previously undisclosed financial and related party issues are troublesome as the proposed transaction could possibly increase its ownership position from its current minority ownership position from approximately 25% to a controlling ownership position of greater than 50%.
While RedHawk remains optimistic that these matters will be resolved to its satisfaction, there can be no assurance as to if or when a resolution may occur.
YOUNGSVILLE, La., March 13, 2017 (GLOBE NEWSWIRE) -- RedHawk Holdings Corp.(IDNG) (“RedHawk” or the “Company”) announced today a consolidated net loss of $282,027 ($nil per share) on gross revenues of $718,337 for the three month period ended December 31, 2016. Excluding a non-recurring gain of $156,697, the Company reported a net loss of $291,810 ($nil per share) on minimal revenues for the comparable three month period ended December 31, 2015.
The second quarter 2017 results include approximately $562,000 of new product incentive discounts on the Company’s pharmaceutical sales and approximately $58,000 of non-recurring legal fees and transaction costs.
To gain market share, the new product incentive discounts were offered to customers of EcoGen Europe Limited (“EcoGen”) for the sale of certain pharmaceuticals (“NP8’s”) which are outside the United Kingdom’s National Health Services (“NHS”) drug tariff and for sale of certain generic pharmaceuticals known as “specials.” The market for these types of pharmaceuticals is very competitive and substantial discounts are necessary to gain market share. While a small portion of these incentive discounts were offered as a part of current distribution agreements, the Company believes much of these offered incentive discounts will gradually decrease as it transitions to marketing and sales of its branded generic products directly to the NHS’ Clinical Commissioning Groups (“CCG”). RedHawk recently announced that it will commence the sale of its branded generics directly to the first of a total of 212 CCG’s in March 2017. The Company believes the importance of the current sales mix of NP8’s and generic specials will be less significant in the future as its branded generics gain acceptance among the CCG’s.
EcoGen is the Company’s United Kingdom-based pharmaceutical distributor specializing in the manufacturing and marketing of branded generic pharmaceuticals. EcoGen also holds the distribution rights in a number of countries for Zonis®, a patented antimicrobial ionic silver calcium catheter dressing with both wound healing and hemostatic properties. RedHawk recently announced its intentions to increase its ownership position in EcoGen to approximately 50%. In March 2016, RedHawk Pharma UK Ltd, a wholly-owned subsidiary of RedHawk, acquired a 25% stake in EcoGen.
Commenting on the second quarter, fiscal 2017 results, the Company said, “During the second quarter we continued to sacrifice pharmaceutical profit margins so we could continue to gain market share. We believe this strategy to capitalize on business opportunities with CCG’s is working. In March 2017 we will begin delivery of our branded generics to the first CCG. Similar delivery agreements are currently being negotiated with more CCG’s. Additionally, as we continue the transition the product mix of our sales more towards our branded generic pharmaceuticals, the amount of new product incentive discounts will decline and we believe profitability will increase.”
“The unanticipated delays in bringing EcoGen’s branded generics to market has been challenging but RedHawk remains optimistic about EcoGen’s business opportunities in the United Kingdom and other geographic markets. We recently announced our intentions to increase our ownership position in EcoGen to approximately 50% and further ownership increases are possible.”
The Company has now increased its focus on marketing its medical devices:
Sharps and Needle Destruction Device (SANDD)
WoundClot Surgical – Advance Bleeding Control (“WoundClot”)
Louisiana State University Innovation Park
YOUNGSVILLE, La., Feb. 28, 2017 (GLOBE NEWSWIRE) -- RedHawk Holdings Corp. (IDNG) (“RedHawk” or the “Company”) announced today that EcoGen Europe Limited (“EcoGen”) has commenced the process of selling its branded generic pharmaceutical drugs to a Clinical Commissioning Group (“CCG”). Initial deliveries of EcoGen’s branded generics to this first CCG are expected to commence during March 2017. There are currently 212 CCG’s and the Company believes more CCG’s will begin taking delivery of EcoGen’s branded generics in the coming months.
CCG’s are organizations set up in the United Kingdom by the National Health Service (“NHS”) to organize the delivery of NHS services throughout England. They are clinically led groups that include all general practitioners in their geographic area. The aim of this structure is to give general practitioners and other clinicians the power to influence commissioning decisions for their patients. CCG’s are overseen by the NHS and operate by commissioning or buying healthcare services including pharmaceuticals, elective hospital care, rehabilitation care, urgent and emergency care and most community health services. CCG’s work with patients and healthcare professionals in partnership with local communities and authorities.
YOUNGSVILLE, La., Feb. 21, 2017 (GLOBE NEWSWIRE) -- RedHawk Holdings Corp. (IDNG) (“RedHawk” or the “Company”) announced today it is expanding its medical device warehousing and administrative offices 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 Company said it hopes to complete the expansion of its innovation center offices by March 31, 2017 to address expected increased domestic and international demand for its medical devices.
The Company announced in April 2016 that it had established the RedHawk Innovation Center to have access to LSU researchers, faculty, students, interns, equipment, intellectual property, and the vast network of LSU alumni.
Commenting on the expansion of its medical device offices at the LSU Innovation Park, G. Darcy Klug, RedHawk’s Chairman and an LSU alumnus said, “The expansion of our medical device warehousing and administrative offices at the LSU Innovation Park permits the consolidation of our medical device administration, development, testing, warehousing, quality control, manufacturing, assembly and distribution capabilities. This consolidation also allows us to work closer on new product development with the Pennington Biomedical Research Center, the LSU Health Science Center, the Pennington BioTech Initiative, the LSU Emerging Technology Center and more than 44 companies and research institutions located at the LSU Innovation Park. We are exposed to new medical devices on a regular basis. This expansion and consolidation will allow us to improve our medical device administrative and operating efficiency and it will help increase our focus on new product development. We believe we are now better positioned to capitalize on the various medical device opportunities that are currently being offered to us.”
YOUNGSVILLE, La., Jan. 31, 2017 (GLOBE NEWSWIRE) -- RedHawk Holdings Corp. (IDNG) (“RedHawk” or the “Company”) announced today it has joined with Beechwood Properties, LLC (“Beechwood”) in a lawsuit (“Lawsuit”) filed in the United States District Court for the Eastern District of Louisiana (2:17-cv-00819) against Daniel J. Schreiber (“Schreiber”), a former Company executive, and the Schreiber Living Trust dated February 8, 1995 (collectively referred to herein as the “Defendants”). The Lawsuit alleges the Defendants acquired 57,064,608 shares of Company’s common stock through securities fraud under Sections 10B and 20 of the Exchange Act and Rule 10b-5, securities fraud under Sections 18 and 20 of the Exchange Act, fraud under Louisiana state law. Beechwood is suing the Defendants for damages resulting from their breach of contract, unjust enrichment and for Schreiber’s breach of his fiduciary duties to the shareholders of RedHawk. The Lawsuit seeks damages from the Defendants, among other things, the return to the Company of all of the shares of RedHawk Holdings Corp. owned or acquired, now or previously, directly or indirectly, by the Defendants, along with any proceeds from any sales thereof. If successful, the return of the shares to RedHawk would inure to the benefit of all of the shareholders.
Beechwood Properties, LLC is a real estate investment company owned by G. Darcy Klug, the Company’s Chairman of the Board, Chief Financial Officer and majority stockholder.
The Lawsuit alleges, among other things, that Schreiber and Paul A. Rachmuth (“Rachmuth”), fraudulently concealed from the Company and Beechwood, hidden deficiencies in the assets sold to RedHawk by American Medical Distributors, LLC (“AMD”) on March 31, 2014. Schreiber and Rachmuth received 57,064,608 and 19,021,536, respectively, shares of RedHawk common stock and Schreiber was appointed to the Company’s board of directors upon completion of the AMD transaction.
The Lawsuit further details how Schreiber deliberately concealed from RedHawk a 2010 civil injunction, fines and sanctions previously levied upon him by the Securities and Exchange Commission for his 2009 participation in an alleged $10.7 million bribery scheme. The Lawsuit describes how Schreiber also interfered with RedHawk’s ability to conduct routine business as a public company. In a letter dated November 5, 2015 from the Financial Industry Regulatory Authority (“FINRA”), the regulatory agency informed the Company that Schreiber’s material association with RedHawk raised concerns regarding the protection of investors and transparency in the marketplace.
Youngsville, Louisiana – (Uptick Newswire – December 22, 2016) – RedHawk Holdings Corp. (OTCQB: IDNG) (“RedHawk” or the “Company”) announced today that all three of its WoundClot Surgical – Advanced Bleeding Control (“WoundClot”) offered products have been approved to participate in the Framework Agreement to Supply Wound Closure products, more commonly known as hemostats, to the National Health Service (“NHS”) Supply Chain in the United Kingdom. This will allow for the WoundClot range of products to be listed within the NHS Supply Chain Catalogue (“Catalogue”), simplifying the procurement process and eliminating any barriers to evaluating the WoundClot range of products for use in all NHS hospitals. RedHawk said it expects WoundClot to be listed in the Catalogue on or about February 1, 2017 after NHS review and approval of the Company’s quality management system.
All NHS procurement personnel will now have access to order the WoundClot products through the NHS Supply Chain Online Catalogue and Ordering system. Anyone within the NHS system who has purchasing authority, including procurement personnel, will now be able to order the WoundClot products, following clinical app
There are approximately 350 NHS institutions within the NHS Supply Chain network.
In February 2016, the Company announced that its wholly-owned subsidiary, RedHawk Medical Products U.K. Ltd, had entered into a contract for the exclusive distribution rights to sell WoundClot in the United Kingdom. RedHawk also said it is considering expanding certain distribution capabilities to include its newly established Innovation Center at Louisiana State University.
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 functional biological clot. Additionally, unlike other available products on the LA 132870027v1 market, WoundClot is fully bio-absorbable and bio-degradable and, if needed, can be left in the wound to degrade safely within approximately seven days.
RedHawk to Exit Real Estate InvestmentsThe first quarter's results included a consolidated net loss from operations of approximately $140,000 which included charges of approximately $260,000 for new product incentive discounts offered to customers, approximately $70,000 of non-recurring legal fees and approximately $25,000 of non-cash charges. Exclusive of the new product incentive discounts and the non-recurring legal fees, the Company would have reported net income from operations of approximately $190,000 and cash flow from operations of approximately $215,000.
These sales discounts were offered to customers in connection with the Company's introduction of its branded generic pharmaceuticals and certain generic "specials" in the United Kingdom. While a small portion of these discounts are offered as a part of current distribution agreements, the Company believes much of these offered discounts will gradually decrease as its branded generic products and "specials" continue to gain market acceptance. "Specials" offered by the Company are unlicensed, non-narcotic, made-to-order, or customized medicinal products.
The non-recurring legal fees for the three month period ended September 30, 2016 relate primarily to costs incurred in connection with unexpected due diligence matters pertaining to certain strategic transactions currently in process, costs and expenses incurred in connection with the continued pursuit of the resolution of certain regulatory matters, increased complexity in regulatory filings and costs, and expenses incurred in connection with certain ongoing litigation claims against third parties.
The Company said, "During this first quarter of our 2017 fiscal year, we focused primarily on launching the operations of our pharmaceutical business unit. We are very pleased with the performance and efforts of our UK management group. This business unit has quickly attained profitability despite the higher than normal offered discounts. Further, as this business expands the introduction of its branded generic products and 'specials' into the United Kingdom market, we believe our pharma unit will continue to increase revenues as it attains greater market share and product awareness. While our pharmaceutical unit continues to focus on revenue growth, increased market acceptance, new product development and improved profitability, our medical device business unit has now launched SANDD,our needle destruction device."
"During the second quarter ending December 31, 2016, the manufacturing process of SANDD commenced. Initial marketing of our needle destruction device remains scheduled to start in the United Kingdom and certain Middle Eastern countries during this same three month period ending December 31, 2016. Expectations for the marketing of SANDD in the United States is still targeted to commence during the three month period ending March 31, 2017."
"Initial SANDD units are being manufactured and designed primarily for consumer use but do have limited commercial applications. During the three month period ending March 31, 2017, we expect to begin engineering and testing of a SANDD model more specifically designed for commercial applications. We believe this disciplined approach to launching our individual business units better prepares us to meet with unplanned market challenges as they arise."
"We continue to investigate several unexpected matters which came to our attention during the due diligence review of certain previously announced strategic transactions. While we remain optimistic that these matters will be resolved to our satisfaction, there can be no assurance as to when resolution may occur. Additionally, our legal advisors have been unable to resolve certain regulatory matters pertaining to Daniel J. Schreiber's position as a significant shareholder of the Company. Regulators remain concerned about the protection of the Company's shareholders and market transparency as long as Mr. Schreiber remains a 'significant shareholder.' We believe we have remedies available to resolve this situation and we have engaged counsel to begin pursuing these remedies."
YOUNGSVILLE, LA / ACCESSWIRE / October 31, 2016 / RedHawk Holdings Corp. (IDNG) (the "Company") announced today a net loss of $1,267,960 ($nil per diluted share) on revenues of $29,450 for the fiscal year ended June 30, 2016. Included in the reported loss were certain non-recurring costs and expenses, including approximately $450,000 of professional fees associated with certain acquisition and litigation costs, approximately $300,000 of management fees principally related to the Company's investment in a foreign limited liability company, and approximately $50,000 in research, development and testing costs associated with new products being offered by the Company in the future. The net loss for the fiscal year ended June 30, 2016 also included a $55,000 foreign currency loss incurred in connection with the Company's pharmaceutical and medical device operations in the United Kingdom.
The loss for the fiscal year ended June 30, 2016 compares to a net loss of $396,808 ($nil per diluted share) and $105,615 ($nil per diluted share) for the fiscal year ended January 31, 2015 and the five-month transition period ended June 30, 2015, respectively. In May 2015, the Company's board of directors approved the change of the Company's fiscal year from January 31 to June 30.
Commenting on the fiscal year ended June 30, 2016 results, the Company said, "We invested heavily during the twelve-month period ended June 30, 2016 to pursue several strategic acquisitions, invest in critical product development and correct certain past corporate issues. While some of these expenditures will continue into fiscal year 2017, we believe we are now beginning to see the benefits of these investments."
"During the quarter ended September 30, 2016, sales of EcoGen Europe Ltd.'s branded generic pharmaceuticals and specials topped $400,000. During this same three-month period, we completed the redesign of our Sharps and Needle Destruction Device ("SANDD") and obtained pre-market clearance from the U.S. Food and Drug Administration to begin selling SANDD in the United States. Manufacturing of the redesigned SANDD has commenced with initial deliveries and sales of the SANDD units expected to begin during the quarter ending December 31, 2016. While initial marketing of SANDD is targeted for the United Kingdom and the Middle East countries, we expect sales of SANDD in the United States to begin during the quarter ending March 31, 2017."
"Certain unexpected issues have come to our attention during the due diligence process and have resulted in unanticipated delays in closing of certain previously announced transactions. We will continue to pursue these strategic business and other product development opportunities in an effort to resolve these certain business concerns so that we can comfortably complete these transactions.
RedHawk Receives Pre-Market Clearance For Needle Destruction UnitYOUNGSVILLE, LA / ACCESSWIRE / October 25, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today it has completed the re-engineering of its Sharps and Needle Destruction Device ("SANDD") and has received pre-market clearance from the U.S. Food and Drug Administration for the sale of SANDD in the United States. RedHawk Medical Products, LLC, a wholly-owned subsidiary of RedHawk, acquired the tangible and intangible property rights to SANDD (formerly known as the Disintegrator™ Insulin Needle Destruction Unit) in December 2015.
The Company said initial manufacturing of the SANDD units has commenced and it expects deliveries and sales of SANDD to begin during the quarter ending December 31, 2016. Marketing of SANDD will initially be focused on the United Kingdom and the Middle East countries. Deliveries and sales in the United States are expected to begin during the three month period ending March 31, 2017.
SANDD is a portable, battery operated, insulin-needle destruction device primarily used by diabetics at home or in small hospital and clinical settings. The device is intended for the safe and environmentally friendly disposal of 27-30 gauge 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. SANDD is an effective alternative to hazardous waste needle disposal utilizing sharps containers.
Redhawk Acquires Stake in Tigress Energy PartnersYOUNGSVILLE, LA / ACCESSWIRE / September 26, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today it has agreed to acquire up to a 25% interest in Marlin USA Energy Partners, LLC ("Marlin"), the minority owner of Tigress Energy Partners, LLC ("TEP"). The majority ownership of TEP is held by Tigress Holdings, LLC, a limited liability company majority-owned by Cynthia DiBartolo, Chief Executive Officer of Tigress Financial Partners LLC ("TFP").
TEP is a limited liability company formed for the purpose of investing up to $250 million of institutional capital focused on the exploration and production of oil and gas reserves in the south and southwest regions of the United States. Management duties of TEP are handled by Ms. DiBartolo and industry veteran, Michael Robinson.
TFP is an investment banking, brokerage and specialized financial services firm providing expertise in investment banking, investment research, asset management, wealth management, corporate advisory and trade execution services. TFP provides services to corporate entities, institutional investors, high net worth individuals, public and private pensions, and federal, state and municipal governments.
Ms. DiBartolo is responsible for the overall strategic direction and leadership of TEP, including client relationships, marketing, product development, human capital development and financial management.
Mr. Robinson brings a stellar track record in the energy sector. Over the past five years, energy funds managed by Mr. Robinson have achieved internal rates of return between 10% and as high as 66%. Under his direction, these funds have discovered hydrocarbons in Louisiana, Texas, Oklahoma and California. Utilizing innovative drilling and cost saving methods, the performance by Mr. Robinson's funds have greatly surpassed industry standards. Mr. Robinson has thirty years of experience as an independent operator, investor and mineral owner. Between 2007 and 2015, he was President of Gulf Coast Mid West Energy Partners, engaged in the exploration and production of oil and gas reserves in Texas, Louisiana and the mid-continent regions of the United States. Mr. Robinson owns the majority of Marlin.
Commenting on this new investment, the Company said, "We believe the decline of energy sector has bottomed. While there may still be a period of time before the sector actually improves significantly, we believe the timing is right to now enter this market. TEP partners and key team members have been responsible for more than $500 million in structured transactions ranging from asset acquisitions and project financings to start-up ventures. Coupled with the industry experience of RedHawk's key managers, we believe the timing of this transaction now offers RedHawk shareholders a very interesting and strategic investment opportunity."
EcoGen Acquires Exclusive U.K. Licensing And Supply Rights For New Sildenafil SprayYOUNGSVILLE, LA / ACCESSWIRE / August 19, 2016 / RedHawk Holdings Corp.(IDNG) ("RedHawk" or the "Company") announced today that EcoGen Europe Limited ("EcoGen"), in which the Company currently has a 25% ownership interest, has signed an exclusive agreement to license and supply a new non-patent infringing generic spray formulation of Sildenafil Citrate ("Sildenafil") in the U.K. EcoGen will market the new spray under the brand name Azulvig. EcoGen expects to begin marketing the Azulvig in about 12 months after receipt of final U.K. regulatory approval.
While waiting on final U.K. approvals, the Company said it will work with the LSU Innovation Center and the LSU Health Sciences Center to develop the most effective marketing strategy for Azulvig.
Sildenafil, developed by Pfizer, Inc. (NYSE:PFE) and sold as Viagra and other trade names, is a medication used to treat erectile dysfunction and pulmonary arterial hypertension. By some estimates, the global erectile dysfunction drug market is expected to reach $3.2 billion by 2022 (Grand View Research Inc., 2015). Sildenafil accounts for more than 40% of the total global market and is generally considered as the first line of treatment for erectile dysfunction (IMS data).
The taste of Azulvig is masked to allow for oral absorption through sub-lingual or buccal membranes. The oral spray permits faster routes of absorption than oral tablets, which are limited by various factors, such as first pass metabolism. Azulvig will be offered in a "bag on valve" pump actuated dispenser of either 10ml or 30ml sizes. Azulvig will allow clinicians to more accurately control patient doses in order to achieve optimum control of the condition, while reducing the potential for side effects.
YOUNGSVILLE, LA / ACCESSWIRE / August 15, 2016 / RedHawk Holdings Corp.(IDNG) ("RedHawk" or the "Company") announced today that EcoGen Europe LTD ("EcoGen") has received final regulatory certification for the sale and distribution of its branded generics and specials. In connection therewith, the Company also announced that EcoGen has now partnered with Alliance Healthcare, a member of Walgreens Boots Alliance, for the nationwide distribution of its current suite of branded generics to pharmacies and healthcare providers throughout the United Kingdom. Sales of EcoGen's branded generics and specials are expected to commence immediately.
In March 2016, RedHawk signed a definitive agreement through its wholly-owned subsidiary RedHawk Pharma UK LTD to complete the acquisition of a 25% ownership investment in EcoGen, a United Kingdom company specializing in the manufacturing and the marketing of certain branded generic pharmaceuticals and medical devices. 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.
In May 2016, RedHawk announced that its wholly-owned subsidiary, RedHawk Pharma UK, LTD, is in advanced discussions to acquire a United Kingdom based manufacturer of non-narcotic made-to-order or customized medicinal products ("Specials"). Until closing of this acquisition, the Company said this pharmaceutical manufacturer will be EcoGen's provider of certain Specials.
Redhawk Agrees to Acquire Majority Stake in Mint Leasing, Inc.RedHawk Begins Trading on the OTCQB Market
YOUNGSVILLE, LA / ACCESSWIRE / July 27, 2016 / RedHawk Holdings Corp. (IDNG) (the "Company") announced today that RedHawk Financial Services LLC, a wholly-owned subsidiary of the Company, has agreed to acquire more than 90% of the outstanding capital stock of Mint Leasing, Inc. ("Mint"). Concurrent with the Mint acquisition, RedHawk Land & Hospitality, LLC, the Company's commercial real estate investment company, will acquire 100% of the outstanding membership interests in VJ Holdings, LLC ("VJ"), a Texas-based commercial real estate limited liability company and an affiliate of Mint.
The Company also announced today that it has received approval to begin trading on the OTCQB Market.
Mint (OTC: MLES) provides automobile leasing and fleet vehicles to the commercial and consumer markets throughout the United States. Most customers are located in Texas and seven other states in the Southeast. Lease transactions are solicited and administered by Mint's sales force and staff. Mint's leasing customers are provided from brand-name automobile dealers that seek to provide leasing options to their commercial and individual customers, many of whom would not have the opportunity to acquire a new or late-model-year vehicle. Mint currently has approximately 450 vehicles under lease and 600 automotive dealers under contract.
The commercial real estate owned by VJ is currently under long-term lease to Mint for its corporate offices and warehousing of its vehicle inventory held for sale or re-lease. The valuation of the commercial real estate owned by VJ was based upon an independent third party appraisal authorized by the financial institution providing VJ with its real estate financing.
The total purchase price for the Mint shares and the VJ membership interests being acquired consists of up to 25 million restricted shares of RedHawk's common stock, $300,000 in cash, and the assumption of VJ's real estate bank indebtedness. The restricted shares will vest pursuant to certain mutually agreed upon performance milestones.
Commenting on the proposed acquisition, G. Darcy Klug, the Company's Chief Financial Officer, said, "At its height, Mint reported more than $5 million of EBITDA, revenues topping $50 million, and approximately 2,500 vehicles under lease. Mint's primary lender fell victim to the financial collapse of 2008, resulting in Mint losing its vehicle lease financing floor plan. Mint has since been unable to re-establish a satisfactory warehouse leasing floorplan. We believe we can re-establish the solid credit facilities necessary for Mint to resume profitable operations."
"We like the equipment rental and the equipment leasing business sectors," continued Klug. "As such, we expect further strategic and organic expansion in the area. Additionally, we believe Mint fits nicely within our diversified business model for equipment sales and leasing, including future sales and leasing of the Centri Controlled Entry System, our full-body scanner which is now in final testing."
Klug added, "Jerry Parish, the President of Mint, has spent his entire professional career in the automotive industry. He has served as both Sales Manager and General Manager for numerous well-recognized, Texas-based automobile dealerships. Jerry has received numerous Salesman of the Year awards and in the 17 years since founding Mint, built the company into a well-respected, well-recognized automobile leasing company. He will be an outstanding addition to the RedHawk management team. We are thrilled to have someone like Jerry join the RedHawk team as we provide Jerry with the management support to re-build Mint, return Mint to profitability, and re-establish Mint as a leading provider of vehicle leasing to the commercial and consumer markets throughout the United States."
Closing is expected to be completed on or before October 31, 2016 and is contingent upon completion of satisfactory due diligence, approval by the board of directors of both companies, completion of new equipment financing under terms acceptable to the Company, bank approval of the assumed real estate indebtedness, finalization of the terms and conditions of the definitive purchase agreement, and satisfactory completion of legal and financial due diligence. The acquisition is subject to a $500,000 break-up contingency fee should Mint elect not to complete the transaction.
YOUNGSVILLE, LA / ACCESSWIRE / July 11, 2016 / RedHawk Holdings Corp. (IDNG) (the "Company") announced today updates to several pending matters:
MANAGEMENT REORGANIZATION
The Company has appointed Thomas J. Concannon as the Company's Chief Executive Officer effective immediately. Mr. Concannon replaces Daniel J. Schreiber who resigned effective July 5, 2016. Since joining the Company on February 1, 2016 as its Executive Vice President and Chief Operating Officer, Mr. Concannon has been principally responsible for the oversight, coordination and integration of the Company's pharmaceutical and medical device business units.
Mr. Concannon has over 25 years of industry and managerial experience, including serving 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 listed company. He also served previously 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 gas industry. Mr. Concannon received his juris doctorate from St. John's University School of Law.
PENDING LITIGATION
With respect to that certain litigation, RedHawk Holdings Corp. and Beechwood Properties, LLC vs Craig Investments, LLC and Howard J. Taylor (the "Litigation"), the United States District Court for the Southern District of New York has denied, on all points, the motion of Craig Investments, LLC to change the venue from New York, New York to St. Louis, Missouri. The Litigation was originally filed by the Company on or about November 19, 2015 and then amended on March 18, 2016 to include Scott Bader as a defendant. With this ruling, the Company said it would immediately resume prosecution of the Litigation.
OTC MARKET LISTING
The Company also announced today that it has made application to move from the OTC Pink Sheets to the OTCQB market listing. The Company said it hopes to complete the new market listing during the quarter ending September 30, 2016.
REGULATORY APPROVAL FOR BRANDED GENERICS
During the quarter ended June 30, 2016, EcoGen Europe LTD ("EcoGen") received final packaging regulatory safety approval for its branded generic drugs - Paravict and Danamep.
Paravict, which will be distributed by EcoGen in 500 mg caplets, is EcoGen's branded generic name for Paracetamol. Danamep, which will be distributed by EcoGen in 75 mg tablets, is EcoGen's branded generic name for Aspirin. Sales of Paravict and Danamep are expected to commence on or about August 1, 2016.
S.A.N.D.D. ENGINEERING UPDATES COMPLETED
The Company also announced today the completion of the engineering upgrades to its Sharps and Needle Destruction Device (S.A.N.D.D.), formerly known as the Disintegrator™. Production of the initial units for distribution into the United Kingdom and the Middle East is expected to commence on or before August 1, 2016.
F.D.A. APPROVALS RECEIVED FOR CENTRI
During the quarter ended June 30, 2016, the Company received approval from the U.S. Food and Drug Administration ("FDA") for the import, assembly and demonstrations of 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. Phase I radiation testing has been successfully completed. FDA approval for human testing and sale of Centri (Phase II radiation testing) is expected to be received during the quarter ending September 30, 2016.
The Company has acquired the exclusive import, manufacturing and distributions rights in the United States from Basic Technologies, Inc. who holds the exclusive worldwide license to manufacture and sell Centri.
Kav Singh Hundle Appointed To RedHawk Board Of Directors
YOUNGSVILLE, LA / ACCESSWIRE / June 2, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that Mr. Kav Singh Hundle has been appointed to its Board of Directors effective immediately. Mr. Hundle has over 13 years of experience in the pharmaceutical industry and currently serves as a director of Warwick Healthcare Ltd. ("Warwick"), a United Kingdom based pharmaceutical services company. In his role as a director of Warwick, Mr. Hundle is responsible for all aspects of Warwick's pharmaceutical business, including pharmaceutical exportation, manufacturing and strategic business transactions. Since its inception in 2006, Warwick has acquired nine additional pharmacies and currently operates twelve pharmacies in the United Kingdom.
Since 2015, Mr. Hundle has also served as a director of EcoGen Europe Ltd ("EcoGen") and has been instrumental in developing and implementing EcoGen's business strategy of marketing and distribution of branded generic pharmaceuticals and Zonis® in the United Kingdom and other targeted European countries. Mr. Hundle is also President of RedHawk Medical Products UK Ltd ("RedHawk Medical"), a United Kingdom medical device company established for the manufacturing, marketing and distribution of the Disintegrator™ Insulin Needle Destruction Unit, Woundclot Surgical - Advanced Bleeding Control and the Carotid Artery Digital Non-Contact Thermometer.
In March 2016, RedHawk acquired a 25% interest in EcoGen with an option to increase its ownership position up to 49%. RedHawk Medical is a wholly-owned subsidiary of RedHawk. Additionally, the Company is in advanced discussions to acquire, in conjunction with EcoGen, a United Kingdom based manufacturer of non-narcotic made-to-order or customized medicinal pharmaceutical products.
In 2003, Mr. Hundle received his master's degree in Pharmacy from the Leicester School of Pharmacy and initially worked as a licensed pharmacist with the United Kingdom's National Health Service until 2006. He is a member of the Royal Pharmaceutical Society of Great Britain and is a registered member of the General Pharmaceutical Council.
YOUNGSVILLE, LA / ACCESSWIRE / May 23, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today its financial results for the three and nine month periods ended March 31, 2016.
For the three month period ended March 31, 2016, the Company reported a net loss from continuing operations of $653,811, $0.00 per share, on revenues of $9,750. This compares to a net loss from continuing operations of $20,883, $0.00 per share, on nil revenues for the same three-month period ended March 31, 2015. The increase in the net loss was primarily attributable to one-time professional fees incurred in connection with RedHawk's recent business acquisitions, the repurchase of approximately 18 million shares of the Company's common stock, the pursuit of various claims against its former legal and accounting professionals and the pursuit of claims against a former officer of the Company and certain private equity investors. During the third quarter ended March 31, 2016, the Company also experienced an increase in its management fees over the comparable 2015 three-month period as it assembled its executive management team in the United States and the United Kingdom and incurred a one-time consultancy fee of $174,000 in connection with the non-compete agreement entered into with Scarlett Pharma LTD.
For the nine month period ended March 31, 2016, the Company reported a net loss from continuing operations of $788,924, $0.00 per share, on revenues of $19,700, as compared to a net loss of $124,163, $0.00 per share, on minimal revenues for the same nine month period ended March 31, 2015. As with the three-month period ended March 31, 2016, the increase in the net loss from continuing operations resulted primarily from higher one-time professional fees and higher management fees.
Commenting on the three and nine month results, the Company said it had completed the anticipated recapitalization of its balance sheet. It said it is now focused on restructuring its short term-debt in preparation for the commencement of revenue activity and further strategic expansion in its pharmaceutical and medical device business units. Revenues in the pharmaceutical and medical device business units are expected to accelerate at the beginning of the Company's new fiscal year.
Additionally, the Company said it expects to receive and complete the regulatory testing of the first Centri Controlled Entry System ("Centri") before its fiscal year end on June 30, 2016. The first unit will be delivered to, assembled and tested at the Company's newly established RedHawk Innovation Center at the Louisiana State University Innovation Park, a 200 plus acre university research park. After the Company receives regulatory approval from the U.S. Food & Drug Administration, the Company said it expects to begin marketing Centri into the corrections and energy business sectors.
YOUNGSVILLE, LA / ACCESSWIRE / May 16, 2016 / RedHawk Holdings Corp. (IDNG) ("RedHawk" or the "Company") announced today that its wholly-owned subsidiary, RedHawk Pharma UK, LTD, is in advanced discussions to acquire a United Kingdom based manufacturer of non-narcotic made-to-order or customized medicinal products otherwise known as "Specials." The Company said the acquisition is expected to be completed during the three-month period ending September 30, 2016 and is contingent upon the completion of satisfactory due diligence, negotiation and execution of a definitive purchase agreement, completion and acceptance of satisfactory acquisition financing and approval by RedHawk's Board of Directors.
In March 2016, the Company completed a 25% investment in EcoGen Europe LTD ("EcoGen"), a United Kingdom pharmaceutical company specializing in the manufacturing and marketing of certain branded generic pharmaceuticals and medical devices. EcoGen holds the 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. The Company has reported that it has expanded its geographic distribution of Zonis® to now include Spain and Italy and is in advanced discussions to offer marketing distribution of Zonis® in Australia and New Zealand in the future.
During the three-month period ending June 30, 2016, RedHawk Medical Products, UK LTD ("RedHawk Medical") expects to receive its initial inventory of WoundClot Advanced Bleeding Control™ ("WoundClot") inventory and shipments of the newly engineered Disintegrator™ Insulin Needle Destruction Unit ("Disintegrator"). RedHawk Medical said marketing of WoundClot will initially be in the United Kingdom while the Disintegrator is initially being marketed in both the United Kingdom and the Middle East.
WoundClot made from non-oxidized 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 without compression 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, bio-degradable and, if needed, can be left in the wound to degrade safely within seven days.
The Disintegrator is a portable, battery operated, insulin-needle destruction device originally designed for home use primarily by diabetics. The device is intended for the destruction and environmentally friendly disposal of 27-30 guage 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 can be 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.
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.
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."
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.
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."
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.
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."
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.
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.
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.
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."
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.
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."
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."
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.
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 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.
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.
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.
