STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Effective on October 13, 2015, we amended and restated our articles of incorporation as previously adopted by a majority vote of our stockholders. The amended and restated articles of incorporation, among other things, changed our name to RedHawk Holdings Corp., authorized 5,000 shares of Preferred Stock, and increased the number of authorized shares of common stock from 375,000,000 to 450,000,000. Common Stock On October 15, 2015, we entered into a securities purchase agreement with an accredited investor for the sale of 5,000,000 shares of our common stock in exchange for $50,000. On February 9, 2016, we entered into a settlement agreement with a former officer and director in partial settlement of certain litigation. At the time of the settlement, the officer owned 18,021,535 shares of our common stock. In exchange for a payment of $42,500 and other consideration provided in the settlement, the Company purchased the shares owned by the former officer and returned those shares into the Company treasury. The Company incurred transaction costs of $33,602 in completing this equity transaction. On March 23, 2016, we issued 10,000,000 shares of our common stock, having a fair market value of $260,000, in connection with entering into a purchase agreement with Scatlett to acquire a 25% ownership interest in EcoGen (See Note 4). Preferred Stock Pursuant to a certificate of designation filed with the Secretary of State of the State of Nevada, effective November 12, 2015, 2,750 shares of our authorized Preferred Stock have been designated as Series A 5% Convertible Preferred Stock, with a $1,000 stated value (which we refer to as “Series A Preferred Stock”). The holders of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Company’s option, such dividends shall be accreted to, and increase, the stated value of the issued Series A Preferred Stock (which we refer to as “PIK”). Holders of the Series A Preferred Stock are entitled to votes on all matters submitted to stockholders at a rate of ten votes for each share of common stock into which the Series A Preferred Stock may be converted. After nine months from issuance, each share of Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal to the quotient of the stated value, as adjusted for PIK dividends, by $0.015, as adjusted for stock splits and dividends. On November 12, 2015, we issued 215 shares of our Series A Preferred Stock in connection with the acquisition of certain commercial real estate from a related party, which is an entity controlled by a stockholder and officer of the Company. On December 31, 2015, in exchange for 300 shares of our Series A Preferred Stock, we acquired from a related party, which is an entity controlled by a stockholder and officer of the Company, certain real estate to be used as our corporate offices (see Note 3). On December 31, 2015, we issued 625 shares of Series A Preferred Stock to acquire certain limited liability company membership interest in a real estate development located in Hawaii (See Note 4). On December 31, 2015, a stockholder and officer of the Company converted $100,000 of the outstanding principal and interest balance due to the stockholder in exchange for 100 shares of the Company’s Series A Preferred Stock (see Note 6). Pursuant to a certificate of designation filed with the Secretary of State of the State of Nevada, effective February 16, 2016, 1,250 shares of our authorized Preferred Stock have been designated as Series B 5% Convertible Preferred Stock, with a $1,000 stated value (which we refer to as “Series B Preferred Stock”). The holders of the Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Company’s option, such dividends shall be accreted to, and increase, the stated value of the issued Series B Preferred Stock (which we refer to as “PIK”). Holders of the Series B Preferred Stock are entitled to votes on all matters submitted to stockholders at a rate of ten votes for each share of common stock into which the Series B Preferred Stock may be converted. After nine months from issuance, each share of Series B Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal to the quotient of the stated value, as adjusted for PIK dividends, by $0.01, as adjusted for stock splits and dividends. On December 30, 2015, we received, from a stockholder and officer of the Company, $1,862,458 of cash and marketable securities, net of a $980,000 line of credit balance, in exchange for 1,000 shares of our Series B Preferred Stock. On February 1, 2016, we received from an officer of the Company, $250,000 of cash in exchange for 250 shares of our Series B Preferred Stock. Warrants During November 2014, we completed a private equity sale of 14,905,918 shares of common stock generating proceeds of $49,900. As a component of this private equity sale, 7,7452,959 warrants to acquire common stock of the Company were also issued with an exercise price of $0.005 per share. During the year ended June 30, 2016, no warrants were exercised and 7,452,959 warrants remain outstanding. The warrants expire upon the close of business on November 7, 2016. |