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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): December 23, 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)
(877) 904-7334
(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
As of December 23, 2014, we entered into a Securities Purchase Agreement (the
"SPA") with our director and officer Benny R. Powell under which we agreed to
issue to Mr. Powell 5,000,000 shares of our Series Z Preferred Stock, with
rights, privileges and preferences as set forth in Item 5.03 below (the
"Shares") in exchange for payment of $150,000.00 (the "Purchase Price"). We
closed on this transaction on December 22, 2014.
The Shares will be issued to Mr. Powell pursuant to the exemptions from
registration set forth in Section 4(2) of the Securities Act of 1933 and
regulations promulgated thereunder. Mr. Powell, as our president, has adequate
information about us as well as the opportunity to ask questions and receive
responses from our management. The Shares will be issued to Mr. Powell as soon
as practicable.
The foregoing description of the SPA does not purport to be complete and is
qualified in its entirety by reference to the full text of the SPA filed as
Exhibit 10.1 hereto.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
On December 23, 2014, we issued 84,159,402 shares of our common stock to JSJ
Investments, Inc. to convert $55,545.21 of the principal and interest owed under
the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as
Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended
as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance
was made pursuant to a December 11, 2014 notice of conversion.
SECTION 9 - EXHIBITS
ITEM 9.01 - EXHIBITS
Exhibit
Number Description
------ -----------
10.1 Securities Purchase Agreement between the Registrant and Benny R. Powell,
dated as of December 23, 2014
2
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: December 24, 2014 /s/ Benny R. Powell
--------------------------------------
By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
