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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): February 19, 2015
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)
(877) 904-7334
(Issuer's telephone/facsimile numbers, including area code)
Not Applicable
(former name or former address, if changed since last report)
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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On February 19, 2015, we issued a $50,000 22% Convertible Note (the "JSJ Note")
to JSJ. The JSJ Note is due and payable on August 17, 2015 at a premium of 150%
of the principal amount upon approval and acceptance by JSJ, with the principal
balance of the note payable on demand. If we fail to repay the JSJ Note on
demand, a default interest rate of 22% shall also apply from such date. We may
not prepay this Note.
The JSJ Note is convertible into shares of our common stock at a conversion
price equal to the lower of 45% of the average of the three lowest trading
prices in (i) the 20 trading days prior to the date of conversion; or (ii) the
ten trading days prior to the execution of the JSJ Note. If we do not issue
shares to JSJ within three business days after receipt of a conversion notice,
we will be required to issue an additional 25% shares of the shares in the
conversion notice per day beginning on the fourth day following our receipt of a
conversion notice. This conversion price is subject to adjustment if we issue
any securities convertible into or exercisable for common stock where the
aggregate price of purchase and exercise per share is lower than the
then-existing conversion price.
The description above of the JSJ Note does not purport to be complete and is
qualified in its entirety by reference to the full text of the JSJ Note filed as
Exhibit 10.1 hereto.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION
See the description of the JSJ Note in Item 1.01 above.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
See the description of the JSJ Note in Item 1.01 above.
SECTION 9 - EXHIBITS
ITEM 9.01 - EXHIBITS
Exhibit
Number Description
------ -----------
10.1 22% Convertible Note between the Registrant and JSJ Investments, Inc.
dated February 19, 2015.
2
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.
Dated: March 2, 2015 /s/ Benny R. Powell
--------------------------------------
By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
