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): February 25, 2016
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
1. STOCK TO BE ISSUED AS SECURITY AGAINST PAYMENT OF INVOICES
On or about March 8, 2016, we entered into an agreement with one of our law
firms to issue 350,000,000 shares of restricted common stock as security for
payment of the law firm's legal fees for services from December 16, 2015 to
February 29, 2016. The amount secured is $17,500.00 and the shares will be
issued at $0.00005 per share. We entered into a similar agreement with a legal
counsel effective retroactively to March 1, 2016, but we are required to issue
restricted common shares monthly as security against non-payment of our monthly
legal fee agreement in the amount of $5,000.00. Monthly fee payments are due on
the first day of each month, and the share amount issued each month will be in
an amount that is discounted 50% to the market price on each due date. This
arrangement may continue until we cancel it and pay our legal fees with cash. No
shares have been issued as of the filing date of this report.
All of the shares to be issued as security against non-payment will be issued
pursuant to the exemption from registration set forth in Section 4(a)(2) of the
Securities Act of 1933 and Regulation D promulgated thereunder. We did not
advertise or solicit the agreements described herein. The shares will be issued
in private transactions, and all of the purchasers had a professional
relationship with us such that they had the opportunity to ask questions of and
receive answers from our management concerning any and all matters related to
their respective acquisitions of our securities. The purchasers are
sophisticated and knowledgeable in business matters and are aware of the risks
of investing in our company. All of the purchasers were aware that the shares of
stock purchased had not been registered under the Securities Act or under any
state securities laws and could not be re-offered or re-sold without
registration with the SEC or without an applicable exemption from the
registration requirements. All of the purchasers understood the economic risk of
an investment in our securities.
These agreements were approved by the Corporation's board of directors on March
8, 2016.
2. SECURITIES PURCHASE AND STOCK OPTION AGREEMENT
On or about March 4, 2016, one of our outside counsels purchased 1,000,000
shares of our Series Z Preferred stock for $10,000.00 in cash and at a price per
share of $0.01. The purchaser received an option exercisable until December 31,
2016 to purchase an additional $40,000.00 worth of our Series Z Preferred shares
or our common stock at the prices per share of $0.01 or $0.0001, respectively.
No shares have been issued as of the filing date of this report.
The purchase of Series Z Preferred shares, and the related stock option, will
result in securities being issued to pursuant to the exemption from registration
set forth in Section 4(a)(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder. We did not advertise or solicit the agreements described
herein. The shares will be issued in private transactions, and all of the
purchasers had a professional relationship with us such that they had the
opportunity to ask questions of and receive answers from our management
2
concerning any and all matters related to their respective acquisitions of our
securities. The purchasers are sophisticated and knowledgeable in business
matters and are aware of the risks of investing in our company. All of the
purchasers were aware that the shares of stock purchased had not been registered
under the Securities Act or under any state securities laws and could not be
re-offered or re-sold without registration with the SEC or without an applicable
exemption from the registration requirements. All of the purchasers understood
the economic risk of an investment in our securities.
The description above of the Securities Purchase and Stock Option Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the agreement filed as Exhibit 10.1 hereto.
This agreement was approved by the Corporation's board of directors on March 8,
2016.
3. SETTLEMENT OF LAW SUIT IN EXCHANGE FOR SHARES
On or about April 29, 2016, our Board of Directors approved a settlement of a
law suit with our creditor Lucas Hoppel, in HOPPEL V. RED GIANT ENTERTAINMENT,
INC., Case No. 35-2016-CA-000653-AXXX-XX (Fla. Cir. Ct.). The terms of the
settlement included the issuance of 400,000,000 shares of our common stock and a
make-whole provision for Mr. Hoppel to receive additional shares if the sale of
the initial block of shares did not result in proceeds sufficient for him to
realize $120,000.00. The Circuit Court in and for Lake County, Florida, approved
the proposed settlement after conducting a fairness hearing. 400,000000 shares
were issued to Mr. Hoppel on June 6, 2016. Subsequently, on June 29, 2016, Mr.
Hoppel received an additional 685,600,000 shares of common stock pursuant to the
make-whole provision. The parties jointly dismissed the law suit on August 13,
2016.
The 1,085,600,000 shares issued to Mr. Hoppel were issued pursuant to an
exemption from registration provided by Section 3(a)(10) of the Securities Act
of 1933, as amended.
4. STOCK TO BE ISSUED AS SETTLEMENT FOR PAYMENT OF OUTSTANDING INVOICES
On November 8, 2016, our Board of Directors approved several settlements in
which we agreed to issue to our directors Chris Crosby, Isen Robbins, and Aimee
Schoof 7,500,000; 2,500,000; and 2,500,000 shares of our Series Z Preferred
Stock, respectively, in exchange for their respective forgiveness of $75,000.00;
$25,000.00, and $25,000.00 in outstanding fees and expenses advanced to the
Corporation. By the terms of the settlements, the debts owed to Messrs. Crosby
and Isen and Ms. Schoof were extinguished upon approval of the settlement by the
board of directors. However, upon the approval of the settlement proposals by
the Board of Directors, Messrs. Crosby and Isen and Ms. Schoof each received the
right to exercise all rights of Series Z Preferred Share ownership.
The Series Z Preferred shares will be issued to Messrs. Crosby and Isen and Ms.
Schoof pursuant to the exemptions from registration set forth in Section 4(a)(2)
of the Securities Act of 1933 and regulations promulgated thereunder. The Series
Z Preferred shares will be issued to the three recipients as soon as
practicable.
3
5. ENTRY INTO ASSET PURCHASE AGREEMENTS
On November 8, 2016, our Board of Directors approved two asset purchase
agreements in which the Company obtained various intellectual properties in
exchange for the issuance of Series Z Preferred shares as payment. The sellers
of the intellectual properties were our officers and directors, Benny R. Powell
and David Campiti, and the Board of Directors approved the issuance to them of
2,500,000 and 7,500,000 Series Z preferred shares, respectively.
The description above of the Asset Purchase Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
agreements filed as Exhibits 10.2 and 10.3 hereto.
Messrs. Powell and Campiti each received the right to exercise all rights of
Series Z Preferred Share ownership although the shares have not been issued. The
Series Z Preferred shares will be issued to Messrs. Powell and Campiti pursuant
to the exemptions from registration set forth in Section 4(a)(2) of the
Securities Act of 1933 and regulations promulgated thereunder. The Series Z
Preferred shares will be issued to the three recipients as soon as practicable.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
1. See the descriptions of the stock issued and to-be-issued in Item 1.01
above.
2. Pursuant to notices of conversion delivered directly to our stock transfer
agent by the holders of our debt instruments, we issued shares as follows:
a) On February 25, 2016, we issued 227,418,232 shares to AGS Capital
Group to convert $13,645.09 of the principal owed under a $19,000 note
issued on January 8, 2014 filed as Exhibit 4.3 to our Quarterly Report
on Form 10-Q filed on April 21, 2014. The issuance was made pursuant
to an October 28, 2015 notice of conversion.
b) On March 14, 2016, we issued 275,000,000 shares of common stock to
Oceana Capital Group, Ltd. pursuant to the formula set forth in the
parties' Stipulation entered in OCEANA CAPITOL GROUP LIMITED V. RED
GIANT ENTERTAINMENT, INC., Case No. 3:15-cv-00428-MMD (D.Nev.), and
reported in our Form 8-K filed December 23, 2015 and in Exhibit 10.3
thereof. The shares were issued pursuant to the exemption from
registration in Section 3(a)(10) of the Securities Act of 1933, as
amended.
c) On July 13, 2016, we issued 528,766,667 shares to Typenex
Co-Investment, LLC, upon its cashless exercise of a warrant using
2,900,000 shares of our common stock as payment. On or about August
30, 2016, we issued 592,583,333 shares to Typenex Co-Investment, LLC,
upon its cashless exercise of a warrant using 3,250,000 shares of our
common stock as payment. The warrant is dated June 21, 2013 and is
filed as Exhibit 99.3 to our Current Report on Form 8-K filed on
4
January 27, 2014. The issuances were made pursuant to notices of
exercise of warrant on June 15, 2016 and August 15, 2016,
respectively.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On or about April 29, 2016, our Board of Directors approved a settlement of a
law suit with our creditor Lucas Hoppel, in HOPPEL V. RED GIANT ENTERTAINMENT,
INC., Case No. 35-2016-CA-000653-AXXX-XX (Fla. Cir. Ct.). The terms of the
settlement included the issuance of 400,000,000 shares of our common stock and a
make-whole provision for Mr. Hoppel to receive additional shares if the sale of
the initial block of shares did not result in proceeds sufficient for him to
realize $120,000.00. The Circuit Court in and for Lake County, Florida, approved
the proposed settlement after conducting a fairness hearing. 400,000000 shares
were issued to Mr. Hoppel on June 6, 2016. Subsequently, on June 29, 2016, Mr.
Hoppel received an additional 685,600,000 shares of common stock pursuant to the
make-whole provision. The parties jointly dismissed the law suit on August 13,
2016.
SECTION 9 - EXHIBITS
ITEM 9.01 - EXHIBITS
Exhibit
Number Description
------ -----------
10.1 Securities Purchase and Stock Option Agreement between the Registrant
and Russell C. Weigel, III.
10.2 Asset Purchase Agreement with Benny R. Powell.
10.3 Asset Purchase Agreement with David Campiti.
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: December 2, 2016 /s/ Benny R. Powell
-------------------------------------
By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
