Each one in plain English, with the numbers worked through for a shareholder.
20 Sept 2019debt financing● NeutralMajor
On September 16, 2019 the company sold $500,000 of new convertible notes in a private offering: five-year, 7% interest paid semi-annually, convertible at $0.015 per share and secured by certain company real property. Buyers also got 10-year warrants for 12,500,000 shares at $0.01. The company says proceeds will retire existing debt and provide working capital, and it intends to offer a further $500,000 of notes, so conversion and warrants add dilution potential and real property is now pledged.
Beechwood Properties, LLC, G. Darcy Klug reported a RedHawk Holdings Corp. shareholding of 351,896,140 shares (28.84% of votes) in a periodic institutional filing.
On July 19, 2019 the company and its medical subsidiary signed a two-year consultant agreement (auto-extending two years unless DPI gives notice) naming Dr. Drew Pinsky, through Drew Pinsky, Inc., exclusive spokesperson for the SANDD mini and SANDD Pro needle destruction devices (the Disintegrator assets bought in December 2015). He gets a 3% royalty on net sales (minimum $3.50 per mini and $13.50 per Pro), 68,700,000 shares within 30 days (about 5% fully diluted), and another 68,700,000 shares a year later unless notice not to extend is given. This brings notable dilution in exchange for marketing support.
24 June 2019capital raising announcement▼ BadMajor
On June 20, 2019 the company bought 113,700,000 of its own common shares from Beechwood (controlled by Klug) in exchange for 1,277 Series A Preferred shares and a warrant for 113,508,450 common shares at $0.005, expiring June 20, 2029. At the same time, holders of $574,250 of 5% convertible notes (including interest) converted them into 114,849,929 common shares. The common share count changes little overall, but Beechwood now holds more preferred stock (with ten votes per underlying common share) and a large warrant, adding to dilution potential and related-party concentration.
On March 22, 2019 the company, Beechwood and Klug settled the Louisiana and California lawsuits with former CEO Daniel Schreiber and his trust. Schreiber must hand back all his 52,377,108 RedHawk shares; RedHawk pays $250,000 in cash and issues two $200,000 non-interest notes due September 6, 2020 and September 5, 2021 (with a $15,000 late penalty and 18% interest if overdue). Klug and Beechwood pledged Klug's 1,000 Series B and 1,473 Series A shares and Beechwood's interest in Tower Hotels Fund 2014 as security, and RedHawk can buy out both notes for $300,000 within 180 days of the Security Agreement. This ends the dispute that began with the January 2017 suit, and the returned shares reduce shares held outside the company.
On December 22, 2017 the company issued an $81,500 12-month convertible note to EMA Financial at 10% interest, convertible after 180 days at a discount to market price, with proceeds meant to retire third-party debt. At the same time it agreed to buy back from Beechwood (owned by Chairman/CFO Klug, about 60% holder) the same number of shares as would be issued on conversion, paying with an $81,500 note to Beechwood at 5% due in three years and convertible into Series A after two years. The company says this removes about $153,000 of third-party debt and avoids a rise in shares outstanding; the benefit depends on the plan working as described, and it again involves a related party.
On December 11, 2017 the company completed a share transfer deal with Scarlett Pharma, Warwick Healthcare and their shareholders. Its UK subsidiary RedHawk Pharma took on about $370,000 of Warwick's obligations to EcoGen Europe in return for 247,269 EcoGen preference shares, 10,000,000 RedHawk shares surrendered by Scarlett and some cash from the shareholders. RedHawk Pharma now holds about $545,000 of EcoGen preference shares and 75% of EcoGen's common shares, and the 10,000,000 shares go back to the company's treasury; this follows the March 2016 initial EcoGen investment and the European pharmaceutical acquisition thread.
Beechwood Properties, LLC, G. Darcy Klug reported a RedHawk Holdings Corp. shareholding of 339,853,644 shares (59.26% of votes) in a periodic institutional filing.
