Current Report Filing (8-k)
January 03 2020 - 4:16PM
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):
December 31, 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 December 31, 2019, and funded on December 31, 2019 in the net amount of $150,000.
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 operating and distribution expenses,
and marketing and brand awareness to support the national roll-out of Nightfood Ice Cream.
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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January 3, 2020
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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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