INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear Shareholders:
We are writing to advise you that our Board
of Directors and shareholders holding a majority of our outstanding voting capital stock have approved the amendment of the Articles
of Incorporation of the Company to increase the authorized common stock of the Company from 100,000,000 shares to 200,000,000 shares.
This action was approved by written consent
on August 2, 2017 by our Board of Directors and a majority of holders of our voting capital stock, in accordance with the Nevada
Revised Statutes. Our directors and majority of the shareholders of our outstanding capital stock, as of the Record Date of August
4, 2017, have approved the changes to the Company’s Articles of Incorporation as being in the best interests of our Company
and our shareholders.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
No action is required by you. Pursuant to Rule
14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20)
days after the date of this Information Statement has been mailed to our shareholders. This Information Statement is expected to
be first mailed to you on or about August XX, 2017.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST
4, 2017, THE RECORD DATE, ARE ENTITLED TO NOTICE OF THE CORPORATE ACTION. STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANY’S
SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE VOTED IN FAVOR OF THE ACTIONS. AS A RESULT, THE ACTION HAS BEEN
APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE EFFECTIVE ON A DATE
THAT IS AT LEAST TWENTY (20) DAYS AFTER THE MAILING OF THE DEFINITIVE INFORMATION STATEMENT TO THE SHAREHOLDERS OF RECORD
.
We encourage you to read the attached Information
Statement carefully for further information regarding these actions. In accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended, the approval of the action described herein by the holders of a majority of the voting power
of the Company will be deemed ratified and effective at a date that is at least 20 days after the date this Information Statement
has been mailed or furnished to our stockholders. This Information Statement is expected to be first mailed or furnished to stockholders
on or about August XX, 2017.
NIGHTFOOD HOLDINGS, INC.
Tarrytown, NY 10591
INFORMATION STATEMENT AND NOTICE OF ACTIONS
TAKEN
BY WRITTEN CONSENT OF THE MAJORITY SHAREHOLDERS
OF THE VOTING CAPITAL STOCK OF THE CORPORATION
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS' MEETING WILL BE HELD
TO CONSIDER THE MATTER DESCRIBED HEREIN.
This Information Statement is being furnished
to you solely for the purpose of informing stockholders of the matters described herein in compliance with Regulation 14C of the
Exchange Act.
GENERAL
This Information Statement is being furnished
to all holders of the common stock of NightFood Holdings, Inc. (the "Company") as of August 4, 2017 in connection with
the action taken by written consent of holders of a majority of the outstanding voting power of the Company to authorize the Amendment
of the Articles of Incorporation of the Company.
"We," "us," "our," and the "Company"
refers to NightFood Holdings, Inc. a Nevada.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Company’s Board of Directors is proposing an amendment
of the Company's Articles of Incorporation to increase the Company's authorized capital to 201,000,000 shares comprising 200,000,000
shares of Common Stock par value $.001 per share and 1,000,000 shares of Preferred Stock par value $0.001 per share. In order
to fund its current expansion prior to funds being made available under the Company’s Equity Line of Credit with Black Forest
Capital, LLC, the company has entered into a series of convertible promissory notes. These promissory notes required us to reserve
an aggregate of approximately 69,000,000 shares of our common stock. When this is added to the 29,785,082 shares currently outstanding,
300,000 shares reserved for warrants and options, we obviously are in need of additional shares to realize benefits under the
Equity Line of Credit and to meet our existing obligations as well as have shares available for future possible business opportunities
(none of which are presently identified). Furthermore, if we do not increase our authorized shares by October 1, 2017, so that
we can make a reserve of 14,000,000 shares available to one of our lenders, Labrys Fund, LP, we will be subject to a confession
of judgment on our $100,000 note to them. If a judgement in that amount were entered against us, it is likely that we would be
forced to cease operations and our shareholders would lose all of their investment in us.
ADVANTAGES AND DISADVANTAGES OF INCREASING AUTHORIZED
COMMON STOCK
There are certain advantages and disadvantages of increasing
the Company's authorized common stock.
The advantages include:
Complying with our obligations to Labrys
Fund, LP
Possibly increasing the liquidity of
the Company’s stock in the market.
Avoiding the entry of a judgement against
the Company
Having shares of common stock available
so the Company can be proactive in pursuing potentially beneficial business expansion opportunities when they arise.
Having the ability to raise capital by
issuing capital stock under future financing transactions, if any.
The disadvantages include:
Potential dilution to the existing shareholders,
including a decrease in our net income per share in future periods. This could cause the market price of our stock to decline.
The issuance of authorized but unissued
stock could be used to deter a potential takeover of the Company that may otherwise be beneficial to shareholders by diluting the
shares held by a potential suitor or issuing shares to a shareholder that will vote in accordance with the desires of the Company's
Board of Directors, at that time. A takeover may be beneficial to independent shareholders because, among other reasons, a potential
suitor may offer such shareholders a premium for their shares of stock compared to the then-existing market price. The Company
does not have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.
ACTION TO BE TAKEN
This Information Statement contains a brief
summary of the material aspects of the action approved by the Board and the holders of the majority of the outstanding voting capital
stock of the Company.
CHANGE AND AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON STOCK OF THE COMPANY TO FROM 100,000,000 to 200,000,000.
The Board approved the increase in the amount of the authorized
common stock of the Company to 200,000,000 shares. A copy of the proposed amendment is annexed hereto as Exhibit A.
As of the Record Date the Company, the Board of Directors believes
that the stockholders of the Company will benefit from an increase in the number of authorized shares of common stock, and such
an increase is necessary because, as of the Record Date, the Company does not have sufficient authorized common stock to meet the
required reserve levels for prior convertible financing done by the Company. As of the Record Date there were 29,785,082 shares
of common stock issued and outstanding. As of the Record Date the Company was contractually required to have approximately 69,000,000
shares held in reserve for holders of convertible notes. Therefore, there are no authorized shares of common stock available to
be reserved for existing and future convertible notes and other debt financing, including the $5,000,000 equity line the Company
entered into or other sales of stock to raise capital or compensate for services. Furthermore, if the authorized shares are not
increased, the Company will be in default of a convertible note.
ADDITIONAL INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act
Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed
by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on
the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers
that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
OUTSTANDING VOTING SECURITIES
Our authorized capital stock consists of 100,000,000 shares of Common
Stock, par value $0.001 per share, of which 29,785,082 shares are outstanding as of August 4, 2017. Additionally, the Company has
authorized 1,000,000 shares of Preferred Stock which may be issued in series to be designated by the Company’s Board of Directors.
No preferred Stock has been designated.
BENEFICIAL OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of August 4, 2017, by: (i) each current director; each nominee for director, and executive
officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five
percent of the outstanding shares of the Company's Common Stock. Except as otherwise indicated, the Company believes each of the
persons listed below possesses sole voting and investment power with respect to the shares indicated.
Name and address of Beneficial
Owner
|
Number of Shares
|
Ownership
|
|
|
|
Sean Folkson (1)
|
16,433,568 (2)
|
55.2%
|
|
|
|
Peter Leighton (1)
|
4,000,000
|
13.4%
|
|
|
|
All Officers and Directors as a Group
|
20,443,568 (2)
|
68.6%
|
(1) The address of
both of these persons is c/o NightFood Holdings, Inc., 520 White Plains Road, Tarrytown, NY 10591
(2) Mr. Folkson’s
shares include 2,680,000 shares held in a trust where his wife is the trustee. Mr. Folkson disclaims beneficial ownership of such
shares.
DISSENTER’S RIGHTS OF APPRAISAL
The Stockholders have no dissenter’s right
under Nevada Law, the Company’s Articles of Incorporation consistent with above, or By-Laws to dissent from any of the provisions
adopted in the Amendments.
VOTE REQUIRED
Pursuant to the Company's By-Laws and Nevada’s
Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding votes is required to effect the
Amendment of the Company’s Articles of Incorporation. As of the Record Date, the Company had 29,785,082 of the shares of
common stock that are entitled to one vote each for a total of 29,785,082 votes. No other class of stock was entitled to vote.
On August 2, 2017, the holders of 20,443,568 shares (or 68.6% of the total issued and outstanding voting capital stock on the Record
Date) approved the proposed amendment, no action is needed by the minority stockholders in connection with the Amendment.
POTENTIAL ANTI-TAKEOVER EFFECT
The proposal to increase the number of shares
of Common Stock that Company will be authorized to issue could have a potential anti-takeover effect, even though our Board of
Directors is not presenting the proposal for that reason and does not presently anticipate using the increased authorized shares
for such purpose. The effect of the proposed increase in the authorized number of shares of Common Stock might render more difficult
or discourage a merger, tender offer, proxy contest or change in control and the removal of management, which a majority of independent
stockholders might otherwise deem favorable.
VOTE REQUIRED FOR APPROVAL
In accordance with the Nevada Revised Statutes
the following actions were taken based upon the unanimous recommendation and approval by the Company's Board of Directors and the
written consent of the majority voting power.
The Board of Directors of the Company has adopted,
ratified and approved the Amendment. The securities that are entitled to vote to approve the Amendment consist of issued and outstanding
shares of the Company's $0.001 par value common voting stock outstanding on August 4, 2017, the Record Date for determining shareholders
who are entitled to notice of, and to vote on, the proposed Amendment. The holders of 68.6% of the issued and outstanding shares
voted in favor of the amendment.
INTEREST OF CERTAIN PERSONS IN MATTERS TO
BE ACTED UPON
No director, executive officer, nominee for
election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest,
direct or indirect, by security holdings or otherwise, in the proposed Amendment of the Company's Articles of Incorporation, and
of those shares, or in any action covered by the related resolutions adopted by the Board of Directors, which is not shared by
all other stockholders.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain
“forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by
the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs regarding
our company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic performance,
financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such
as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve
substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending
on a variety of important factors, including factors discussed in this and other of our filings with the U.S. Securities and Exchange
Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting
requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities Exchange Act, we file periodic
reports, documents, and other information with the Securities and Exchange Commission relating to our business, financial statements,
and other matters. These reports and other information may be inspected and are available for copying at the offices of the Securities
and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings are also available to the public on the SEC’s
website at http://www.sec.gov and at our web site www.nightfood.com.