Attached files
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): September 28, 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
As of September 28, 2015, we entered into a Stock Exchange Agreement (the "SEA")
with our directors and officers Aimee Schoof and Isen Robbins under which we
agreed to issue to each of them 5,000,000 shares of our Series Z Preferred
Stock, with rights, privileges and preferences as set forth in Item 5.03 below
(the "Shares") in exchange for their 100% ownership interest in Red Giant Media,
LLC (the "Purchase Price"). The effect of the transaction is that Red Giant
Entertainment, Inc. will supplement its ownership rights to the following
properties:
"Shockwave Darkside,"
"Journey to Magika,"
"Last Blood,"
"Omphalos,"
"Wayward Sons Legends," and
"Wayward Sons"
(collectively, the "Properties").
In the event of a liquidation or insolvency of Red Giant Entertainment, Inc.,
the television and film rights to the above Properties that Red Giant Media, LLC
had before the acquisition shall automatically transfer to Aimee Schoof and Isen
Robbins without further order, authorization or consent, and these Properties
shall not be considered property of the estate of Red Giant Entertainment, Inc.,
or Red Giant Media, LLC, in any bankruptcy or insolvency proceeding because the
rights to these Properties will belong to Aimee Schoof and Isen Robbins as joint
tenants.
The Shares will be issued to Ms. Schoof and Mr. Isen pursuant to the exemptions
from registration set forth in Section 4(a)(2) of the Securities Act of 1933 and
regulations promulgated thereunder. Ms. Schoof and Mr. Isen, as our officers and
directors, have adequate information about us as well as the opportunity to ask
questions and receive responses from our management. The Shares will be issued
to Ms. Schoof and Mr. Isen as soon as practicable.
The foregoing description of the SEA does not purport to be complete and is
qualified in its entirety by reference to the full text of the SEA filed as
Exhibit 10.1 hereto.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
2
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
CERTIFICATE OF DESIGNATION
In connection with the SEA, we are filing an amendment to our Certificate of
Designation with the Nevada Secretary of State, designating 20,000,000 shares of
our preferred stock as Series Z Preferred Stock, par value $0.0001 per share, an
increase of 10,000,000 previously designated Series Z Preferred shares.
No other changes are made to our Certificate of Designation.
Each Series Z Preferred Share is entitled to a liquidation preference equal to
the original purchase price of the Series Z Preferred Shares ($0.03 per share,
subject to adjustment), and 100:1 super-voting rights on all matters submitted
to a vote of the our stockholders, subject to adjustment.
The description above of Series Z Preferred Stock, as modified by the increase
in designated shares disclosed today, does not purport to be complete and is
qualified in its entirety by reference to the full text of the Certificate of
Designation designating the rights, privileges and preferences of the Series Z
Preferred Stock filed as Exhibit 4.1 to our Form 8-K filed with the SEC on
November 12, 2014.
SECTION 9 - EXHIBITS
ITEM 9.01 - EXHIBITS
Exhibit
Number Description
------ -----------
10.1 Stock Exchange Agreement between the Registrant and Aimee Schoof and
Isen Robbins, dated as of September 25, 2015.
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: October 6, 2015 /s/ Benny R. Powell
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By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
