Exhibit 10.1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 14, 2015
INDEPENDENCE ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-54323
(Commission file number)
20-3866475
(I.R.S. Employer Identification No.)
219 Chemin Metairie Road, Youngsville, La 70592
| (Address of principal executive offices)(Zip Code) |
(337) 269-5933
(Company's telephone number, including area code)
N/A
(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:
☐ 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 (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 14, 2015, the Company was notified that the assignment of its interest in certain oil and gas wells to the operator of those wells had been accepted and recorded by the operator. The assignment, dated June 1, 2015 and effective March 1, 2015, transfers the Company’s ownership interest in oil and gas leases covering four (4) wells located in Pottawatomie County, Oklahoma to Nitro Petroleum Inc., the operator of the four (4) wells, in exchange for $10 and the cancellation of all current and future liabilities of the Company incurre d pursuant to the Joint Operating Agreement for the leases in connection with the operation and abandonment of those wells, including $57,628 in accrued operating expenses. The Company has previously reported its interest in these wells in its financial statements as Discontinued Operations. As a result of the assignment, the Company has ceased to be a party to the Joint Operating Agreement. A copy of the assignment is filed herewith as Exhibit 10.1.
Item 1.02. Termination of Material Definitive Agreement.
The information provided under Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided under Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On August 19, 2015, Independence Energy Corp. (the Company”) issued a press release announcing its results of operations for its five month transition period ended June 30, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information presented in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 17, 2015, the Company’s board of directors approved the appointment of David Kleinhandler to its board of directors. The election of Mr. Kleinhandler will fill an open vacancy on the Company’s Board of Directors.
As of the date of this report, the board of directors has not appointed any board committees, but may do so in the future.
There are no transactions reportable pursuant to Item 404(a) of Regulation S-K in connection with the election of Mr. Kleinhandler as director.
Mr. Kleinhandler will not receive any compensation for his service as a director at this time.
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits |
| 10.1 | Assignment dated June 1, 2015 |
| 99.1 | Press Release issued by Independence Energy Corp., August 19, 2015. |
SIGNATURE
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.
| Date: August 19, 2015 |
Independence Energy Corp.
|
|
| By: | /s/ Daniel J. Schreiber | |
| Name: | Daniel J. Schreiber | |
| Title: | Chairman of the Board and Director | |
Exhibit 10.1
Exhibit 99.1
FOR IMMEDIATE RELEASE August 19, 2015
Media Contact :
Julie Calzone
(337) 235-2924
jcalzone@calzone.com
Company Contacts :
Daniel J. Schreiber, CEO
(858) 509-8800
dan@redhawkholdingscorp.com
G. Darcy Klug, CFO
(337) 269-5933
darcy.klug@redhawkholdingscorp.com
INDEPENDENCE CONTINUES RESTRUCTURING THROUGH JUNE 30, 2015 TRANSITION PERIOD
Youngsville, Louisiana (OTC: IDNG) – Independence Energy Corp. (“Independence”) announced today a net loss of $105,614, or $0.00 per diluted share, for the five month period ended June 30, 2015. The results for the five month period included a $28,860 non-cash charge related to the amortization of certain intangible assets acquired in March 2014. For the comparable five month period ended June 30, 2014, Independence reported a net loss from continuing operations of $142,370 and a net loss of $290,553, or $0.00 per diluted share.
The Company said that on or about August 24, 2015, it expects to file with the Secretary of State for the State of Nevada the shareholder approved Amended and Restated Articles of Incorporation that, among other things, officially changes its name to RedHawk Holdings Corp. (“RedHawk”). The Company said that it will initiate trading under the symbol “HAWC” once it has completed the filing of the Amended and Restated Articles of Incorporation.
Commenting on the transition period results, Daniel J. Schreiber, Independence’s Chief Executive Officer, said, “During the five month transition period ended June 30, 2015, we continued to focus on reducing operating expenses, reviewing prior business activities, completing the disposition of our oil and gas properties, preparing for the recapitalization of our balance sheet and re-directing the future business activities of RedHawk.”
“Independence is in advanced talks to complete the acquisition targets previously announced” Schreiber continued. “These acquisition targets are focused on expanding the RedHawk Land & Hospitality LLC business unit through the acquisition of commercial property located in Lafayette, Louisiana and an ownership interest in the iconic Naniloa Hilo Resort located in Hilo, Hawaii. The Company hopes to complete the purchase of the Lafayette property during the quarter ended September 30, 2015, and the Hilo interest during the quarter ended December 31, 2015. Because some of these targeted acquisitions under consideration and impact future operations of our health care business unit, we have deferred, at this time, the decision to internally expand our marketing distribution network for the sale of our digital non-contact thermometers.”
Completion of the acquisitions are contingent upon, among other things, satisfactory completion of due diligence, the negotiation and execution of definitive purchase agreements, completion of satisfactory appraisals, and the approval of the transactions by disinterested members of Independence’s Board of Directors.
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This release may contain forward-looking statements. Forward-looking statements are all statements other than statements of historical fact. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. The words “anticipate,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.
Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties. In evaluating forward-looking statements, you should consider the various factors which may cause actual results to differ materially from any forward-looking statements including those listed in the “Risk Factors” section of our latest 10-K report. Further, the Company may make changes to its business plans that could or will affect its results. Investors are cautioned that the Company will undertake no obligation to update any forward-looking statements.