Current Report Filing (8-k)
June 17 2019 - 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):
June 11, 2019
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.
☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Nightfood Holdings, Inc. Common Stock
|
|
NGTF
|
|
OTCQB
|
Item
1.01 Entry Into a Material Definitive Agreement.
Registrant
entered into a Security Purchase Agreement and Convertible Promissory note dated June 11, 2019, and funded on June 12, 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 8.01 Other Events.
On June 17, 2019, the Registrant published a letter to its shareholders
regarding the Registrant’s progress. That letter is an exhibit 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
17, 2019
|
By:
|
/s/ Sean Folkson
|
|
|
Sean Folkson
|
|
|
Chief Executive Officer
|
2
Nightfood (QB) (USOTC:NGTF)
Historical Stock Chart
From Aug 2024 to Sep 2024
Nightfood (QB) (USOTC:NGTF)
Historical Stock Chart
From Sep 2023 to Sep 2024