Current Report Filing (8-k)
March 08 2018 - 4:34PM
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):
March 1, 2018
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))
|
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.
In
successful continuance of a debt consolidation initiative begun by the Registrant in September, 2017, the Registrant entered into
a Security Purchase Agreement and Convertible Promissory note dated March 1, 2018, and funded on March 2, 2018 in the amount of
$115,000. The lender was Eagle Equities, LLC. This new Note carries an 8% interest rate, and has a maturity date of March 1, 2019.
Should the Note not be paid in full prior to maturity, any remaining balance would be convertible into the Registrant’s
common stock at a discount to market.
Also
on March 2, 2018, the Registrant received proceeds of $57,000 in conjunction with a promissory note from and a Securities Purchase
Agreement with, Eagle Equities entered into on December 27, 2017, and a maturity date of December 27, 2018. The note has
a face value of $60,000 and carries an 8% interest rate. Should the Note not be paid in full prior to maturity, any remaining
balance would be convertible into the Registrant’s common stock at a discount to market.
Also
on March 2, 2018, the Registrant received proceeds of $71,250 in conjunction with a promissory note from and a Securities Purchase
Agreement with, Eagle Equities entered into on November 15, 2017, and a maturity date of May 15, 2018. The note has a face
value of $75,000 and carries an 8% interest rate. Should the Note not be paid in full prior to maturity, any remaining balance
would be convertible into the Registrant’s common stock at a discount to market.
$109,389.04
of these Notes was used to fully retire a previously existing $75,000 convertible note with 12% interest, and a maturity date
of June 5, 2018.
$69,866.90
of these Notes was used to fully retire a previously existing $66,500 convertible note with 12% interest, and a maturity date
of March 21, 2018.
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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March 8,
2018
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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
|
2
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