Current Report Filing (8-k)
April 13 2018 - 4:22PM
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):
April 9, 2018
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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
o
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.
o
Item 1.01 Entry into a Material Definitive Agreement.
On April 10, 2018, the Registrant
received proceeds of $62,500 in conjunction with a promissory note from and a Securities Purchase Agreement with, Eagle
Equities entered into on April 10, 2018, and a maturity date of April 10, 2019. The note has a face value of $62,500
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.
The proceeds will be used to fund continued
development of the Half-Baked line of non-THC snacks, the development and distribution of a Half-Baked line of THC-infused snacks,
scaling online Nightfood revenue, and ongoing NGTF operating expenses.
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
The Company has announced that, as of April 9, 2018, Mr. Peter
Leighton is no longer involved in providing consulting services to the Company, and will no longer be serving under the title of
CMO or VP of Marketing. Leighton cited conflicting time demands rather than actions of the Company.
As was disclosed in reports filed by the Company, although Leighton
was assigned the title of CMO and VP Marketing upon formation of the public entity, for the last several years Leighton had served
the Company only as an advisor on an “as available” basis. While he has been a periodic advisor for the Company since
its inception, the Company has never issued any cash or stock compensation to Leighton or any other affiliated company for his
marketing services beyond the 4,000,000 shares received before we were public.
Most recently, Leighton was had acted as the liaison between
the Company and the food & nutraceutical development company mentioned, but unnamed, in the Company news release dated March
23, 2018. The Company has now engaged directly with that development company under a new agreement. Progress on this, and all company
projects, including the entry of the Company into the California THC-infused edibles market, continues uninterrupted. Mr. Leighton
has never had any involvement in development of THC-infused products for the Company.
Mr. Leighton reviewed this information prior to filing and did
not request any changes.
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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April 13, 2018
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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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