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 27, 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 20, 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 May 15, 2014, we issued 7,0166,666 shares of common stock to LG Capital
Funding LLC to convert $10,525 in partial principal and interest due under a 9%
Convertible Redeemable note dated October 2, 2013 in substantially the form
filed as Exhibit 4.8 to our Annual Report on Form 10-K filed with the SEC on
December 5, 2013. The issuance was made pursuant to an April 29, 2014 notice of
conversion.
On May 15, 2014, we issued 13,636,364 shares of common stock to Asher
Enterprises, Inc. to convert $15,000 in partial principal due under an 8%
Convertible Promissory Note dated as of November 11, 2013 in substantially the
form filed as Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC
on December 5, 2013. The issuance was made pursuant to a May 15, 2014 notice of
conversion.
On May 16, 2014, we issued 45,580,229 shares of common stock to Typenex
Co-Investment, LLC to convert $28,259.74 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 a May 13, 2014 notice of conversion.
On May 20, 2014, we issued 26,373,626 shares of common stock to Asher
Enterprises, Inc. to convert the remaining $24,000 in principal and interest
outstanding under an 8% Convertible Promissory Note dated as of November 11,
2013 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 May 19, 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. The shares were issued as
unrestricted pursuant to Rule 144 since the each of the converting creditors
held their convertible securities for more than six months prior to conversion.
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 27, 2014 /s/ Benny R. Powell
--------------------------------------
By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
