Current Report Filing (8-k)
February 06 2019 - 3:34PM
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):
February 4, 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 u
nder
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)
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☐ 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 mar
k 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 8.01 Other Events.
On February 4, 2018, the Registrant entered
into a “Lock Up” Agreements with its largest shareholder, Sean Folkson, owner of 16,753,568 shares. Folkson has agreed
to not transfer, sell, or otherwise dispose of any shares of his NGTF stock during the next twelve months.
As part of this agreement, Folkson received
warrants to acquire 400,000 shares of NGTF common stock at an exercise price of $.30 per share. All warrants carry a twelve month
term and a cashless provision, and will expire if not exercised within the twelve month term.
On February 6, 2019, the Registrant entered
into a “Leak-Out” Agreement with Peter Leighton, former affiliate and owner of 4,000,000 shares, which will restrict
Leighton’s ability to sell, transfer, or otherwise dispose of his shares above a certain, mutually agreed-upon monthly threshold.
The agreements for Folkson’s warrant issuances and lock-up,
and Leighton’s leak-out 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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February 6, 2019
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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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2
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