Current Report Filing (8-k)
February 06 2018 - 4:40PM
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 31, 2018
Nightfood
Holdings, Inc.
Exact
name of registrant as specified in its charter)
Nevada
|
|
000-55406
|
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46-3885019
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(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(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)
|
|
(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):
|
☐
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))
|
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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.
On
January 31, the Registrant received proceeds of $200,000 in conjunction with a promissory note from and a Securities Purchase
Agreement with, Eagle Equities entered into on September 8, 2017, and a maturity date of September 8, 2018. The note has
a face value of $210,000 and carries an 8% interest rate. 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.
The
proceeds will be used to fund production of new NightFood inventory, the development of the Half-Baked line of snacks, and ongoing
NGTF operating expenses.
On
February 3, 2018, the Registrant entered into a six month Consulting Agreement with Regal Consulting for corporate communications
services. The Registrant had entered a three month agreement with Regal on November 3, 2017 for similar services, and has chosen
to extend the engagement with Regal to continue to raise investor awareness for NGTF. Compensation to Regal includes $10,000 per
month in cash, and a $200,000 six-month convertible promissory note.
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
February 5, 2018, the Registrant issued a press release announcing the addition of internet marketing veteran Gregory Getner to
the NightFood brand team, and that NightFood CMO Peter Leighton will be shifting his focus to developing and launching the Half-Baked
line of snacks in the CBD and cannabis-related spaces.
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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February 6, 2018
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By:
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/s/
Sean Folkson
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|
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Sean
Folkson
Chief
Executive Officer
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