Current Report Filing (8-k)
July 05 2019 - 4:24PM
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):
July 5, 2019
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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☐
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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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☐
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Nightfood Holdings, Inc. Common Stock
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NGTF
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OTCQB
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Item 1.01 Entry Into a Material Definitive
Agreement.
Registrant entered into a Security Purchase
Agreement and Convertible Promissory note dated July 5, 2019, and funded on July 5, 2019 in the net amount of $300,000. The lender
was Eagle Equities, LLC. The new note carries an 8% interest rate, and has a maturity date of twelve (12) months from the date
of execution. 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.
Eagle has been providing similarly structured
financing to registrant since September 8, 2017. The majority of these funds will go towards building Nightfood ice cream inventory
and costs related to existing distribution partnerships as well as marketing and brand awareness to support the national roll-out.
The forgoing is a summary of the note and
securities purchase agreement and is qualified in its entirety by the note and security purchase agreement, 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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July 5, 2019
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By:
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/s/ Sean Folkson
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Sean Folkson
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Chief Executive Officer
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