Effective October 6, 2020, RedHawk Holdings Corp. (the “Company”) agreed to purchase from Beechwood Properties, LLC (“Beechwood”) 124,849,365 shares of the Company’s common stock, $0.001 par value per share, in exchange for 1,000 shares of the Company’s 5% Series B Preferred Stock (“Series B Preferred Stock”) stated value of $1,248.49 per share. The Company believes the acquisition of the shares of common stock from Beechwood, and having them available for potential future issuance, better positions the Company to execute on its business plan for growth opportunities. The stock purchase is expected to be completed during the quarter ending December 31, 2020.
Holders of the Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Company’s option, such dividends shall be accreted to, and increase, the stated value of the issued Series B Preferred Stock (“PIK dividends”). Holders of the Series B Preferred Stock are entitled to votes on all matters submitted to stockholders at a rate of ten votes for each share of common stock into which the Series B Preferred Stock may be converted. After six months from issuance, each share of Series B Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal to the quotient of the stated value, as adjusted for PIK dividends, by $0.015, as adjusted for stock splits and dividends.
G. Darcy Klug, the Company’s Chairman of the Board and Chief Financial Officer, is the sole member and manager of Beechwood.
Item 3.02. Unregistered Sales of Equity Securities
The information disclosed under Item 1.01 is incorporated into this Item 3.02 in its entirety.
The securities issued to effect the share exchange described in Item 1.01 above were offered and will be issued in reliance upon an exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), as set forth in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
