Current Report Filing (8-k)

Date : 06/25/2019 @ 9:17PM
Source : Edgar (US Regulatory)
Stock : Nightfood Holdings Inc (QB) (NGTF)
Quote : 0.2005  0.0 (0.00%) @ 9:29PM
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Current Report Filing (8-k)

 

  

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 21, 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 8.01 Other Events.

 

On June 21, 2019, the Registrant entered into a new Consulting Agreement with CEO Sean Folkson. This new agreement goes into effect on July 1, 2019 and includes a modified compensation structure.

 

Cash compensation in the Original Agreement consisted of a $6,000 monthly consulting fee for all of Folkson’s services. Such compensation began to accrue pursuant to the Original Agreement going back to January 1, 2015.

 

In the new Consulting Agreement, Folkson’s cash compensation remains unchanged from $6,000 monthly.

 

In addition, as a performance bonus, Folkson shall earn Warrants when the Company hits certain revenue milestones.

 

A block of Warrants with a $.50 strike price will be earned subsequent to the first quarter where revenues exceed $1,000,000. An additional block of Warrants with a $.50 strike price shall be earned subsequent to the first quarter where revenues exceed $3,000,000. An additional block of Warrants with a $1.00 strike price shall be earned subsequent to the first quarter where revenues exceed $5,000,000.

 

All Warrants earned under this agreement, if exercised, would result in the issuance of restricted shares. Warrants shall carry a cashless provision, and must be exercised within 90 days of the filing of the 10Q or 10K on which such revenues are reported, or they will expire.

 

The Consulting Agreement is an exhibit hereto.

 

Item 9.01   Financial Statements and Exhibits

 

Financial Information

 

None

 

Exhibits:

 

10.1   Sean Folkson Consulting Agreement June 21 2019

 

1

 

   

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, 2019 By: /s/ Sean Folkson
    Sean Folkson
    Chief Executive Officer

 

 

2

 

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