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): July 21, 2015
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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 395,281,215 shares of common stock between July 21, 2015
and July 31, 2015 pursuant to notices of conversion delivered directly to our
stock transfer agent by the holders of our debt instruments as follows:
On July 21, 2015, we issued 25,222,747 shares to LG Capital Funding, LLC to
convert $12,485.26?of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to a July 13, 2015 notice of conversion.
On July 23, 2015, we issued 31,185,925 shares to WHC Capital, LLC to convert
$16,840.40?of the principal and interest owed under the 12% Convertible
Debenture dated August 1, 2013 filed as Exhibit 4.6 to our Annual Report on Form
10-K filed on December 5, 2013. The issuance was made pursuant to a July 7, 2015
notice of conversion.
July 24, 2015, we issued 75,661,667 shares to Typenex Co-Investment, LLC to
convert $36,317.60?of the principal and interest owed under the Secured
Convertible Promissory Note dated as of June 21, 2013 filed as Exhibit 99.2 to
our Current Report on Form 8-K filed on January 27, 2014. The issuance was made
pursuant to a July 17, 2015 notice of conversion.
On July 24, 2015, we issued 150,053,480 shares to JSJ Investments to convert
$53,018.90?of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of July 25, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to a
July 21, 2015 notice of conversion.
Also on July 28, 2015, we issued 75,050,000 shares to JMJ Financial to convert
$26,020?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 Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to a July 16, 2015 notices of conversion.
On July 29, 2015, we issued 31,580,727 shares to LG Capital Funding, LLC to
convert $10,421.64?of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to a July 20, 2015 notice of conversion.
On July 31, 2015, we issued 6,526,669 shares to JSJ Investments to convert
$2,306.09?of the principal and interest owed under the $50,000 Convertible
Promissory Note dated as of July 11, 2014 filed as Exhibit 10.50 to our Annual
Report on Form 10-K filed on April 6, 2015. The issuance was made pursuant to a
July 21, 2015 notice of conversion.
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: August 6, 2015 /s/ Benny R. Powell
--------------------------------------
By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
