Current Report Filing (8-k)
June 25 2019 - 4:17PM
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 21, 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 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:
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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June 25, 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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2
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