Replies to post #24468 on Red Giant Entertainment, Inc. (fka REDG)

[ghostinthemirror]

From the amended 10-k...

"On August 1, 2013, we entered into a purchase agreement with WHC (the “Purchase Agreement” under which we concurrently issued a $166,000 12% secured convertible debenture (the “Debenture”) to WHC. The Debenture matures on August 1, 2014, and interest on the Debenture is payable in cash upon maturity. If we fail to repay the Debenture with interest upon maturity, the interest rate increases to 22%. The Debenture is secured by 35,000,000 shares of common stock pledged by Benny R. Powell, our Chief Executive Officer, President, Chief Financial Officer, and Secretary, and a member of the Board, from his individual holdings. Funding of this note was received subsequent to our fiscal year end.

In addition, the Debenture requires us to register 300% of the principal amount of the shares into which the Debenture may be converted. Therefore, we are preparing a registration statement to register 48,823,528 shares of our common stock. The registration will also include any shares that may be converted which comprise interest on the principal.

If this registration is not declared effective by the Securities and Exchange Commission (the “SEC”) by December 9, 2013, the principal amount of the Debenture will be increased to 140% ($232,400) and that certain number of shares subject to conversion upon that larger amount are also being registered pursuant to the Debenture.

As adjusted following the issuance of the JSJ Note (as defined below) at WHC’s request, all or any portion of the amounts due under the Debenture may be converted at any time at the option of WHC into shares of our common stock at a conversion price equal to the lower of 55% of the average of the three lowest trading prices in (i) the ten trading days prior to the date of conversion; or (ii) the ten trading days prior to the execution of the JSJ Note. This conversion price is subject to adjustment for issuances of securities at a lower issuance price.

Unless WHC gives us 61 calendar days written notice to the contrary, however, WHC may not convert the Debenture in an amount which would cause WHC to own more than 9.99% of our outstanding common stock. In addition, if we fail to issue stock to WHC within three business days of receipt of a notice of conversion, we must pay a penalty equal to 15% of the dollar amount of the conversion notice per business day."

[isenterprises]

After looking into it I noticed this was pulled from the August 2013 fiscal report which was an amended form before the next filing. Anyone here know if this indeed has already been converted or are these dates still in effect?