Current Report Filing (8-k)
December 11 2017 - 5:25PM
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):
December 4, 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
December 4, 2017, the Registrant entered into amendments to notes with Labrys Fund, LP, dated July 31, 2017 and September 21,
2017, affording valuable additional rights and protections to the Registrant on both notes in exchange for 100,000 shares of NGTF
common stock.
On
December 6, 2017, the Registrant entered into a $56,000 Note with Labrys Fund, LP, which the registrant intends to pay in full
prior to maturity. The Note carries a 12% interest rate, and no prepayment penalties. Should the Note not be paid prior to maturity,
the Note would be convertible into the Registrant’s common stock at a discount to market.
The
forgoing is a summary of the agreements, the notes and securities purchase agreements are qualified in their entirety by the agreements,
notes and security purchase agreements, which are exhibits hereto.
Item
8.01 Other Events.
On
December 8, 2017, CEO and Director Sean Folkson purchased 80,000 warrants to acquire NGTF stock with a strike price of $.20, and
a term of three (3) years. To acquire these warrants, Folkson paid $.15 per warrant, and used $12,000 in accrued NightFood consulting
fees. A Form 4 was filed for this transaction on December 8, 2017.
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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December
11, 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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2
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