Current Report Filing (8-k)
November 09 2017 - 5:18PM
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):
November 3, 2017
Nightfood
Holdings, Inc.
Exact
name of registrant as specified in its charter)
Nevada
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000-55406
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46-3885019
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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520
White Plains Road – Suite 500, Tarrytown, New York
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10591
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(Address
of principal executive offices)
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(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):
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☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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.
On
November 3, 2017, the Registrant has entered into a three month Consulting Agreement with Regal Consulting for corporate communications
services. Compensation to Regal includes $10,000 per month in cash, and a $30,000 six-month convertible promissory note.
Also
on November 3, 2017, the Registrant entered into an Agreement with A.S. Austin Company, Inc. to provide Television Commercial
production and placement. As per the agreement, A.S. Austin, in conjunction with Neovix, will run a minimum of 10,000 NightFood
commercial spots over the next three months across their cable system network which spans many major markets including Atlanta,
Chicago, Dallas, and Seattle and includes networks like ESPN, BET, and The Discovery Channel. A.S. Austin will be compensated
with 500,000 shares of our common stock which may be adjusted as set forth in the agreement.
In
successful continuance of a debt consolidation initiative begun by the Registrant in September, 2017, the Registrant entered into
two separate convertible promissory notes and security purchase agreements on November 6, 2017 with Eagle Equities LLC. The
first of the two transactions was for $48.646.57. The second was for $45,551.30. In each case, the proceeds
was to allow the Registrant to consolidate existing debt by allowing Eagle Equities, LLC to acquire existing Company notes from
third-party noteholders for notes previously reported on Form 8-K.
The
Registrant also entered into a $78,750 Note with Adar Bays, LLC. The Note is convertible into the Registrant’s common stock
at a discount to market. The proceeds of this Note will be primarily used to order additional inventory of NightFood product to
continue increased sales initiatives.
The
forgoing is a summary of the agreements, notes and securities purchase agreements are qualified in their entirety by the agreements,
notes and security purchase agreements, which are exhibits hereto.
Item
9.01 Financial Statements and Exhibits
Financial
Information
None
Exhibits:
10.1
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Regal Consulting Agreement
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10.2
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A.S. Austin Marketing and Media Agreement
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10.3
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Debt Purchase Agreement by and among Eagle, Auctus Capital, LLC and the Registrant
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10.4
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Eagle Replacement Note with Auctus Capital, LLC
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10.5
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Debt
Purchase Agreement by and Among Eagle, Auctus, LLC and the Registrant
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10.6
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New Eagle Note
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10.7
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Securities Purchase Agreement between the Registrant and Eagle
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10.8
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Debt Purchase Agreement by and among Eagle, EMA Financial, LLC, and the Registrant
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10.9
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Eagle Replacement Note with EMA Financial, LLC
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10.10
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Debt
Purchase Agreement by and Among Eagle, EMA Financial LLC and the Registrant
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10.11
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New Eagle Note
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10.12
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Securities Purchase Agreement between the Registrant and Eagle
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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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November
9, 2017
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By:
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/s/
Sean Folkson
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Sean
Folkson
Chief
Executive Officer
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3
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