UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2014
Red Giant Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-53310 98-0471928
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
614 E. Hwy 50, Suite 235, Clermont, FL 34711
(Address of principal executive offices) (Zip Code)
(866) 926-6427
(Issuer's telephone/facsimile numbers, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See: General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 SALES OF UNREGISTERED SECURITIES
As of May 5, 2014, we have issued shares of common stock exceeding 5% of
the number of shares outstanding as of our last periodic report, as follows:
On April 21, 2014, we issued 5,364,706 shares of common stock to Asher
Enterprises, Inc. to convert $7,000 in partial principal and interest due under
8% Convertible Promissory Notes in substantially the form filed as Exhibit 4.10
to our Annual Report on Form 10-K filed with the SEC on December 5, 2013. The
issuance was made pursuant to a January 7, 2014 notice of conversion
On May 5, 2014, we issued 17,000,000 shares of common stock to GEL
Properties, LLC to convert $1,020 in partial principal and interest due under 6%
Convertible Redeemable Secured Notes in the form filed as Exhibit 4.12 to our
Annual Report on Form 10-K filed with the SEC on December 5, 2013. The issuance
was made pursuant to an April 2, 2014 notice of conversion
On May 5, 2014, we issued 41,699,956 shares of common stock to WHC Capital,
LLC to convert $16,054.48 in partial principal and interest due under a 12%
Secured Convertible Debenture filed Exhibit 4.6 to our Annual Report on Form
10-K filed with the SEC on December 5, 2013. The issuance was made pursuant to
an April 8, 2014 notice of conversion.
On May 5, 2014, we issued 61,512,742 shares of common stock to Typenex
Co-Investment, LLC to convert $38,137.90 in partial principal and interest due
under a Secured Convertible Promissory Note filed as Exhibit 99.2 to our Current
Report on Form 8-K filed with the SEC on January 27, 2014. The issuance was made
pursuant to an April 22, 2014 notice of conversion
All of the above-described conversions, issuances and exercises were exempt
from registration pursuant to Section 4(2) and/or Regulation D of the Securities
Act as transactions not involving a public offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Red Giant Entertainment, Inc.
Date: May 9, 2014 /s/ Benny Powell
--------------------------------------
By: Benny Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
