Current Report Filing (8-k)
June 07 2018 - 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 1, 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
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 June 1, 2018, and funded on June 1 2018 and June 5, 2018 in the amount
of $210,000. The lender was Eagle Equities, LLC. This new Note carries an 8% interest rate, and has a maturity date of June 1,
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.
As
part of a negotiated settlement, $150,000 of the Note was used to fully retire a previously existing $56,000 convertible note
with 12% interest, and a maturity date of June 6, 2018.
Also,
on June 7, 2018 the Company negotiated a settlement with another note holder who agreed to waive their right to conversion and
any prepayment premiums or penalties in exchange for an accelerated prepayment of their outstanding debt.
As a result of these activities, as of June 7, 2018 the Company
has now successfully consolidated all outstanding convertible debt with one lender, Eagle Equities. Eagle has been financing Company
activities and assisting with this debt consolidation since September of 2018, and has verbally committed to continue funding
Company operations going forward.
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
June 6, 2018, the Registrant entered into a new Consulting Agreement with CEO Sean Folkson. This new agreement goes into effect
on July 1, 2018 and includes a modified compensation structure.
Total
compensation in the original Agreement consisted of a $6,000 monthly consulting fee for all of Folkson’s services. Such
compensation began to accrue on January 1
,
2015. To preserve cash and protect shareholder value, to date, the Company
has only paid Folkson for 7 of the 42 months since the original Agreement went into effect.
The
new Consulting Agreement contains the identical cash compensation allowance of $6,000 monthly. In addition, Folkson shall earn
Warrants with a strike price of $.50 when the Company hits certain revenue milestones. A block of Warrants will be earned subsequent
to the first quarter where revenues exceed $1,000,000, and an additional block of $.50 Warrants shall be earned subsequent to
the first quarter where revenues exceed $3,000,000. All Warrants earned under this agreement would convert into restricted shares,
shall carry a cashless provision, and must be exercised within 15 days of the filing of the 10Q or 10K on which such revenues
are reported.
Both
Parties have agreed that no additional compensation may be earned or granted under this Agreement until the completion of its
initial 12 month Term.
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
7, 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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2
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