Current Report Filing (8-k)
May 04 2018 - 4:30PM
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 30, 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
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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.
In 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 April 30, 2018, and funded on April 30, 2018 in the amount of $225,000. The lender was Eagle Equities, LLC. This new
Note carries an 8% interest rate, and has a maturity date of April 30, 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.
Management believes this successful debt consolidation
practice is beneficial to all shareholders in both the short and the long term. $113,277.50 of these Notes was used to fully retire
a previously existing $78,750 convertible note with 8% interest, and a maturity date of May 7, 2018. $39,000 of these Notes was
used to fully retire a previously existing $30,000 convertible note with 10% interest, and a maturity date of May 3, 2018. The
balance of the note will be used for operating capital to initiate development of Nightfood ice cream, continue to scale the online
Nightfood nutrition bar business, and to fund development of MJ Munchies initiatives.
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.
Also, on May 1, 2018, the Company and the food
science consulting firm engaged to handle the research on what the Company has been referring to as “Project X” mutually
agreed to terminate the consulting agreement under which the consulting firm was operating. The exact details of the termination
agreement have not yet been finalized. The consultants cited newfound concerns over unresolved legal issues surrounding marijuana
at both the state and federal level. These fears were first brought to the attention of the Company on April 24, and could not
be resolved. The Company intends to replace these consultants and continue with the project.
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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May
4, 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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