Current Report Filing (8-k)
June 25 2018 - 4:15PM
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):
June 18, 2018
Nightfood
Holdings, Inc.
Exact
name of registrant as specified in its charter)
Nevada
|
|
000-55406
|
|
46-3885019
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
520
White Plains Road – Suite 500, Tarrytown, New York
|
|
10591
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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 conjunction with the Registrant’s
debt consolidation initiatives begun in September, 2017, whereby the Registrant successfully consolidated all outstanding debt
with one lender, Eagle Equities, LLC, the Registrant entered into an Allonge with a third-party noteholder to prepay principal
and interest on a $200,000 note bearing 10% interest over two separate payments, the first payment, equal to $100,000 was due on
June 18, 2018
To facilitate this initial payment, Registrant
entered into a Security Purchase Agreement and Convertible Promissory note dated June 18, 2018, and funded on June 18, 2018 in
the net amount of $50,000. In addition, Registrant received an additional $50,000 from a Security Purchase Agreement and Convertible
Promissory note originally entered into on October 18, 2017. The lender on both Notes was Eagle Equities, LLC. Each Notes carries
an 8% interest rate, and has a maturity date of twelve (12) months from the date of execution. Should either 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
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.
|
NIGHTFOOD
HOLDINGS, INC.
|
|
|
June
25, 2018
|
By:
|
/s/
Sean Folkson
|
|
|
Sean
Folkson
Chief
Executive Officer
|
2
Nightfood (QB) (USOTC:NGTF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Nightfood (QB) (USOTC:NGTF)
Historical Stock Chart
From Apr 2023 to Apr 2024