SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
LICENSE AGREEMENT WITH RELATED PARTY
On April 25, 2016, with an effective date retroactive to April 12, 2016, we entered into a License Agreement with our director Mark Fischbach. In exchange for 50% of net revenues, Mr. Fischbach licenses to us on an exclusive world-wide basis the copyright and license to his likeness as it pertains to the character behind the proposed MARKIPLIER COMIC, a four (4) part mini series, including any other adaptations, modifications or derivative works to the likeness, including without limitation (i) printing, publishing, vending and selling in all forms printed editions of the likeness; (ii) making and authorizing others to make electrical, transcription, mechanical, synchronization, dramatic and commercial uses of the likeness in any form, including without limitation web comics, digital comics and app comics; (iii) granting rights to publicly distribute the likeness for profit; (iv) to collect all fees and royalties becoming due for any of the above; (v) prosecuting, defending, and settling any third party action or claim relating to the likeness and the respective rights of the parties therein. The term of this agreement commences on the Effective Date and remains in full force and effect so long as any Property Rights to the likeness shall remain in perpetuity for the licenses so long as it remains in circulation in print and/or digital for a period of no less than 5 years.
The description above of the License 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.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
WARRANT EXERCISE
On April 25, 2016, we issued 581,066,667 shares to Typenex Co-Investment, LLC, upon its cashless exercise of a warrant using 3,200,000 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 January 27, 2014. The issuance was made pursuant to a March 28, 2016 notice of exercise of warrant.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On April 15, 2016, we received a civil complaint from Lucas Hoppel, one of our lenders, alleging breach of contract for non-payment of loans. The complaint was filed in the circuit court of Lake County, Florida, Case No. 35-2016-CA-000653-AXXX-XX, and seeks $131,640 in principal, interest, and penalties. By agreement with Mr. Hoppel, our response to the complaint is due sixty days from the date of service.
SECTION 9 - EXHIBITS
ITEM 9.01 - EXHIBITS
| Exhibit | | |
| Number | | Description |
| | | |
| 10.1 | | License Agreement. |
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: April 28, 2016 | /s/ Benny R. Powell |
| | By: Benny R. Powell |
| | Its: Chief Executive Officer, President, |
| | Chief Financial Officer, and Secretary |
