Current Report Filing (8-k)
January 12 2018 - 8:58AM
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):
January 10, 2018
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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☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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))
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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.
☐
Item 1.01 Entry into a Material Definitive Agreement.
In successful continuance of a debt consolidation initiative
begun by the Registrant in September, 2017, the Registrant entered into a Security Purchase Agreement and Convertible Promissory
note dated January 10, 2018, and funded on January 10, 2018 in the amount of $110,000. The lender was Eagle Equities, LLC. This
new Note carries an 8% interest rate, and has a maturity date of January 10, 2019. 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.
$105,326.03 of the Note was used to fully retire a previously
existing $100,000 convertible note with 12% interest, and a maturity date of January 31, 2018.
The forgoing is a summary of the notes and securities purchase
agreements and is qualified in its entirety by the notes and security purchase agreements, which are exhibits hereto.
Item 8.01 Other Events.
On January 10, 2018, the Registrant entered into “Lock
Up” Agreements with its two largest shareholders. Sean Folkson, owner of 16,433,568 shares, and Peter Leighton, owner of
4,000,000 shares, have both agreed to not transfer, sell, or otherwise dispose of any shares of their NGTF stock during the next
twelve months.
As part of this agreement, Leighton received warrants to acquire
100,000 shares of NGTF common stock at an exercise price of $.30 per share. Folkson received warrants to acquire 400,000 shares
of NGTF common stock at an exercise price of $.30 per share. All warrants carry a similar twelve month term and a cashless provision,
and will expire if not exercised within the twelve month term.
The agreements for the warrant issuances and lock-up 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 12, 2018
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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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