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): February 25, 2016 

 

NIGHTCULTURE, INC.

(Exact name of registrant as specified in Charter)

 

Nevada

0-49648

73-1554122

(State or other jurisdiction of incorporation or organization)

(Commission
File No.)

(IRS Employer
Identification No.)

 

6400 Richmond Avenue

Houston, Texas 77057

(Address of Principal Executive Offices)(Zip Code)

 

 832-535-9070

(Issuer Telephone number)

 

___________________________________________________________

(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 obligations 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 (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 7.01 Regulation FD Disclosure.

 

On February 25, 2016, NightCulture, Inc. issued a press release announcing the planned opening a second Stereo Live venue to be located in Dallas, Texas. A copy of the press release is attached hereto as Exhibit 99.1.

 

In accordance with General Instruction B.2. of Form 8-K, the press release shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934 or otherwise subject to the liabilities of that section, and such information and exhibit shall not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934 or under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.:

Description:

 

 

 

99.1

Press Release, dated February 25, 2016

 

 
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.

 

 

 

NIGHTCULTURE, INC.

 

    
Dated: February 26, 2016By:/s/ Michael Long

 

 

 

Michael Long

 

 

 

President

 

 

 

3

 



EXHIBIT 99.1

 

NightCulture Sets the Stage to Open Second "Stereo Live" Venue in Dallas, TX

 

HOUSTON, Feb. 25, 2016 (GLOBE NEWSWIRE) -- NightCulture, Inc. (NGHT) is pleased to announce its subsidiary, Stereo Live Dallas LLC, is preparing to open a Stereo Live branded venue in Dallas, TX. Official grand opening date has yet to be determined. Additional details will be released in the coming weeks. http://www.StereoLiveDallas.com.

 

Michael Long, CEO of NightCulture, stated, "This is an exciting milestone in NightCulture and Stereo Live's history, as we prepare for expansion, with our second branded venue." Long continued, "After proving our venue concept in Houston, the next logical step was to open in Dallas where we acquired Full Access promotions company in 2012 as well as expanded festival operations with Something Wonderful."

 

ABOUT NIGHTCULTURE INC.

 

NightCulture Inc. (NGHT) is a premier producer of Electronic Dance Music (EDM) shows and festivals. NightCulture operates in the following markets: Houston, San Antonio, Austin, & Dallas/Ft. Worth, TX. NightCulture was the first Electronic Music company to trade in the public markets. http://www.NightCulture.com.

 

NightCulture Inc. produces two major music festivals. "Something Wicked" Halloween Festival, which drew over 40,000 fans 2014 in Houston, TX http://www.SomethingWicked.com and "Something Wonderful" Festival in Dallas/Ft. Worth, TX which debuted in 2015. http://www.SomethingWonderful.com.

 

Stereo Live, LLC, a subsidiary of NightCulture, operates Stereo Live, a 25,000 square foot music and live events venue located at 6400 Richmond Avenue in Houston, Texas. http://www.StereoLiveHouston.com.

 

Safe Harbor Statement

 

Statements in this release that relate to future plans or projected results of NightCulture Inc. are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended by the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), and Section 21E of the Securities Exchange Act of 1934, as amended by the PSLRA, and all such statements fall under the "safe harbor" provisions of the PSLRA. Our actual results may vary materially from those described in any "forward-looking statement" due to, among other possible reasons, the realization of any one or more of the risk factors described in our annual or quarterly reports, or in any of our other filings with the Securities and Exchange Commission. Readers of this release are encouraged to study all of our filings with the Securities and Exchange Commission. Readers of this release are cautioned not to put undue reliance on forward-looking statements.

 

Contact:


Michael Long 832-535-9070 NGHT@NightCulture.com