UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 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 13, 2019

 

REDHAWK HOLDINGS CORP. 

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54323

 

20-3866475

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

120 Rue Beauregard, Suite 206, Louisiana 70508 

 (Address of principal executive offices) (Zip Code)

 

(337)269-5933

(Company’s telephone number, including area code)

 

N/A 

 (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:

 

☐ 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 (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company               ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of director

 

On September 13, 2019, the board of directors (the “Board”) of RedHawk Holdings Corp. (the “Company”) approved the appointment of Gerald C. Guzzino to the Board effective October 15, 2019.

 

Mr. Guzzino, age 57, has more than 20 years of experience in medical device sales and marketing and is an accomplished, growth-oriented executive. From 2009 to 2018, Mr. Guzzino was the President and owner of the Louisiana-based arm of Quest Medical, LLC (“Quest”), a distributor of medical devices for Arthrex. Mr Guzzino’s company focused on selling products across the orthopedic field in order to improve patient results from surgical procedures. He was responsible for his agency’s complete profit and loss responsibility, strategic planning, fiscal management, customer relations, independent sales representative supervision and employee continuing education. At Quest, he successfully managed over 50 sales representatives in Louisiana and Mississippi. Mr. Guzzino is a 1992 graduate of Southeastern Louisiana University with a Bachelor of Science degree.

 

Mr. Guzzino is expected to be appointed to both the Company’s Audit Committee and its Compensation Committee. He is also expected to oversee the development of the Company’s nationwide network of independent marketing representatives.

 

There are no arrangements or understandings pursuant to which Mr. Guzzino was appointed to the Board, and there are no transactions reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933 in connection with Mr. Guzzino’s appointment.

 

A copy of the Company’s press release announcing the appointment of Mr. Guzzino is attached as Exhibit 99.1 to this Form 8-K.

 

Departure of director

 

On September 13, 2019, Robert H. Rhyne, Jr. resigned his position as a member of the Board, effective October 15, 2019, to pursue other interests. Mr. Rhyne’s resignation was not the result of any disagreement with the Company or the Board.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1    Press Release issued September 13, 2019

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are all statements other than statements of historical fact. Statements contained in this Current Report on Form 8-K that are not historical facts may be deemed to be forward-looking statements. The words “anticipate,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

 

Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties. In evaluating forward-looking statements, you should consider the various factors which may cause actual results to differ materially from any forward-looking statements including those listed in the “Risk Factors” section of our latest Annual Report on Form 10-K. Further, the Company may make changes to its business plans that could or will affect its results. Investors are cautioned that the Company will undertake no obligation to update any forward-looking statements.

 
 

SIGNATURE

 

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.

 

Date: September 19, 2019

RedHawk Holdings Corp.

 

 

By:

 /s/  G. Darcy Klug

 

Name:

G. Darcy Klug

 

Title:

Interim Chief Executive Officer and Chief Financial Officer

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

SEPTEMBER 13, 2019

 

Media Contact: 

Julie Calzone 

(337) 235-2924 

jcalzone@calzone.com

 

Company Contacts:

G. Darcy Klug, Chairman, CEO and CFO

(337) 269-5933

darcy.klug@redhawkholdingscorp.com

 

REDHAWK ANNOUNCES APPOINTMENT OF SENIOR MEDICAL DEVICE SALES EXECUTIVE TO BOARD

 

Lafayette, Louisiana – RedHawk Holdings Corp. (OTC: SNDD) (“RedHawk” or the “Company”) announced today that seasoned medical device sales and marketing veteran, Gerald (“Jerry”) C. Guzzino, has been appointed to its board of directors effective October 15, 2019. Mr. Guzzino has more than 20 years of experience in medical device sales and marketing and is an accomplished, growth-oriented executive.

 

From 2009 to 2018, Mr. Guzzino was the President and owner of the Louisiana-based arm of Quest Medical, LLC (“Quest”), a distributor of medical devices for Arthrex. Mr Guzzino’s company focused on selling products across the orthopedic field in order to improve patient results from surgical procedures. He was responsible for his agency’s complete profit and loss responsibility, strategic planning, fiscal management, customer relations, independent sales representative supervision and employee continuing education. At Quest, he successfully managed over 50 sales representatives in Louisiana and Mississippi.

 

Mr. Guzzino started his medical device sales career in 1996 with H&H Orthopaedics (“H&H”) as a sub-sales representative. Between 1999 and 2009, Mr. Guzzino was Senior Sales Representative for H&H. During this period, he was named Arthrex Outstanding Sales Representative and earned both the Arthrosurface Quota Achievement Awards and Top Sales Awards between 2004 and 2009. Between 2002 and 2005, Mr. Guzzino was recognized with the Scarlatto Pain Pump National Sales Award. H&H is a Louisiana-based representative of Arthrex, Acumed, Artrosurface, DJO Orthopaedics, Scarlatto Pain Pump, and ISO comforter.

  

Mr. Guzzino is a 1992 graduate of Southeastern Louisiana University with a Bachelor of Science degree. He is a member of the Louisiana Association of Cardiovascular and Pulmonary Rehabilitation. He was a sponsor of the Louisiana Orthopaedic Association, the Mississippi Orthopaedic Society and the Louisiana and Mississippi Podiatric Medical Associations. 

 

Mr. Guzzino will also be appointed to the Company’s Audit Committee and its Compensation Committee and is expected to work closely with the Company’s medical device business unit, RedHawk Medical Products & Services, LLC, to help establish and develop the Company’s nation-wide network of independent sales representatives and distributors.

 

 

 

Commenting on Mr. Guzzino’s appointment, G. Darcy Klug, the Company’s Chairman and Interim Chief Executive Officer, said, “We are extremely excited about Jerry joining RedHawk. With his proven, hands-on experience managing medical device representatives, he will immediately become an invaluable team member. We expect him to work closely with fellow board members to organically and strategically assist in developing RedHawk into a premier provider of medical devices.” 

 

 

 

 
 

 

# # #

 

About RedHawk Holdings Corp.

 

RedHawk Holdings Corp., formerly Independence Energy Corp., is a diversified holding company which, through its subsidiaries, is engaged in sales and distribution of medical devices, sales of branded generic pharmaceutical drugs, commercial real estate investment and leasing, sales of point of entry full-body security systems, and specialized financial services. Through its medical products business unit, the Company sells the Sharps and Needle Destruction Device (SANDD™), WoundClot Surgical - Advanced Bleeding Control, and the Carotid Artery Digital Non-Contact Thermometer. Through our United Kingdom based subsidiary, we manufacture and market branded generic pharmaceuticals. RedHawk Energy holds the exclusive U.S. manufacturing and distribution rights for the Centri Controlled Entry System, a unique, closed cabinet, nominal dose transmission full-body x-ray scanner.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This release may contain forward-looking statements. Forward-looking statements are all statements other than statements of historical fact. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. The words “anticipate,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

 

Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties. In evaluating forward-looking statements, you should consider the various factors which may cause actual results to differ materially from any forward-looking statements including those listed in the “Risk Factors” section of our latest 10-K report. Further, the Company may make changes to its business plans that could or will affect its results. Investors are cautioned that the Company will undertake no obligation to update any forward-looking statements.