Current Report Filing (8-k)
October 27 2017 - 4:32PM
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):
October 24, 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.)
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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))
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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 ☐
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.
☐
Item
1.01 Entry Into a Material Definitive Agreement.
The
Registrant has entered into a convertible promissory note a security purchase agreement dated October 18, 2017 and funded on October
24, 2017, in the amount of $52,500. The lender was Eagle Equities, LLC.
The note is convertible at a discount to
the then market price of the notes as set forth in each note. While conversions may occur at any time, any shares gained through
conversion may not be sold for a period of six months from the date of the Note. The Note and related Securities Purchase Agreement
requires the Registrant to maintain a reserve of 3,088,000 shares against conversions.
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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October
27, 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
|
3
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