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): August 29, 2014
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)
(866) 926-6427
(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
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On August 20, 2014, we issued a $50,000 22% Convertible Note (the "JSJ Note") to
JSJ. The JSJ Note is due and payable on February 20, 2015 at a premium of 150%
of the principal amount upon approval and acceptance by JSJ, with the principal
balance of the note payable on demand. If we fail to repay the JSJ Note on
demand, a default interest rate of 22% shall also apply from such date. We may
not prepay this Note.
The JSJ Note is convertible into shares of our common stock at a conversion
price equal to the lower of 55% of the average of the three lowest trading
prices in (i) the 20 trading days prior to the date of conversion; or (ii) the
ten trading days prior to the execution of the JSJ Note. If we do not issue
shares to JSJ within three business days after receipt of a conversion notice,
we will be required to issue an additional 25% of the shares in the conversion
notice per day beginning on the fourth day following our receipt of a conversion
notice. This conversion price is subject to adjustment if we issue any
securities convertible into or exercisable for common stock where the aggregate
price of purchase and exercise per share is lower than the then-existing
conversion price.
The JSJ Note was issued to JSJ pursuant to the exemption from registration set
forth in Section 4(2) of the Securities Act of 1933 and regulations promulgated
thereunder. We believe that JSJ is an accredited investor and had adequate
information about us as well as the opportunity to ask questions and receive
responses from our management.
The description above of the JSJ Note does not purport to be complete and are
qualified in its entirety by reference to the full text of the JSJ Note filed as
Exhibit 4.1 hereto.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
On August 22, 2014, we issued 30,000,000 shares of our common stock to JMJ
Financial to convert $15,000 of the principal and interest owed under the
$335,000 Convertible Promissory Note dated as of June 13, 2013 filed as Exhibit
4.13 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014.
The issuance was made pursuant to an August 20, 2014 notice of conversion.
On August 13, 2014, we received a notice of conversion from WHC Capital LLC to
convert $12,336.02 in principal and interest due under the 12% Secured
Convertible Debenture filed as Exhibit 4.6 to our Annual Report on Form 10-K
filed with the SEC on December 5, 2013 into 22,429,128 shares of our common
stock. These shares have not yet been issued.
On August 22, 2014, we received a notice of exercise from Typenex Co-Investment,
LLC for a partial cashless exercise of a Warrant to Purchase Shares of Common
Stock filed as Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC
on January 27, 2014 for 225,333,333 shares of common stock. These shares have
not yet been issued.
SECTION 9 - EXHIBITS
ITEM 9.01 - EXHIBITS
Exhibit
Number Description
------ -----------
4.1 22% Convertible Note between the Registrant and JSJ Investments, Inc.
dated August 20, 2014
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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: August 29, 2014 /s/ Benny R. Powell
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By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
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