Current Report Filing (8-k)
May 23 2017 - 4:15PM
Edgar (US Regulatory)
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):
May 15, 2017
Nightfood
Holdings, Inc.
(
Exact
name of registrant as specified in its charter)
Nevada
|
|
000-55406
|
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46-3885019
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
520
White Plains Road – Suite 500, Tarrytown, New York
|
|
10591
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(Address
of principal executive offices)
|
|
(Zip
Code)
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888-888-6444
Registrant’s
telephone number, including area code
NA
(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 (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))
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item
1.01 Entry Into a Material Definitive Agreement.
The
Registrant has entered into two convertible promissory notes and two security purchase agreements on various dates from May 10,
2017 to May 16, 2017 and funded on various dates from May 15, 2017 to May 19, 2017. The first note and securities purchase agreement
was dated May 10, 2017 and funded to the Registrant on May 15, 2017 in the amount of $80,000. The lender was Auctus Fund, LLC.
The second note and securities purchase agreement was with EMA Financial LLC and was dated May 16, 2017 and funded on May 19,
2017 in the amount of $75,000. The notes are not convertible until six months from their issuance and are convertible at a discount
to the then market price of the notes as set forth in each note. The Registrant plans to prepay the notes from its equity purchase
agreement previously reported on Form 8-K, filed on February 13, 2017. After discounts, expenses and other fees due the lenders,
the Registrant received net proceeds of $138,250 which were applied to working capital.
The
forgoing is a summary of the notes and securities purchase agreements and is qualified in its entirety by the notes and security
purchase agreements, which are exhibits hereto.
Item
9.01 Financial Statements and Exhibits
Financial
Information
None
Exhibits:
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.
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NIGHTFOOD HOLDINGS, INC.
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|
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May
23, 2017
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By:
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/s/
Sean Folkson
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|
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Sean
Folkson
Chief
Executive Officer
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3
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