Item 8.01 Other Events.
RedHawk Medical Products and Services, LLC ("RHMP"), a wholly-owned subsidiary
of RedHawk Holdings Corp. (the "Registrant", "we" or "us"), entered into an
Exclusive Distribution Agreement on July 28, 2021 (the "Agreement") with a
Texas-based medical device distributor ("Distributor"), for the exclusive global
distribution of RHMP's line of needle incineration devices ("SANDD™"). Under the
Agreement, the Distributor has committed, among other things, to purchase from
RHMP, a minimum of 44,500 SANDD mini™, SANDD HP™ or SANDD FR™ needle
incineration devices, 35,000 SANDD Pro™ needle incineration devices, and certain
other medical supplies. The five-year Agreement (with a three year extension if
both parties agree) with annual renewals, provides that RHMP will sell the
SANDD™ devices to the Distributor at its customary distributor prices. The
Agreement can be terminated by either party during the term at the end of each
anniversary of the Agreement, if either party provides the other at least 30
days prior notice. The Agreement may also be terminated upon the breach of
either party (after a 14 day cure period), including if certain required minimum
sales are not met, and for certain other reasons. The Agreement includes
customary intellectual property, confidentiality and non-compete requirements.
RHMP expects the initial orders from the Distributor to commence during the
three month period ending September 30, 2021, with the Distributor's initial
marketing efforts focused on sales into certain mutually agreed upon
international territories.
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REDHAWK HOLDINGS CORP. 
