Current Report Filing (8-k)
July 05 2018 - 11:39AM
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):
July 2, 2018
Nightfood Holdings, Inc.
Exact name of registrant as specified in
its charter)
Nevada
|
|
000-55406
|
|
46-3885019
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
520 White Plains Road – Suite 500, Tarrytown, New York
|
|
10591
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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 conjunction with the Registrant’s
debt consolidation initiatives begun in September, 2017, the Registrant entered into an Allonge with a noteholder on June 7, 2018
to prepay principal and interest on a $200,000 note bearing 10% interest over two separate payments, the final payment, equal to
$108,000 was due on July 3, 2018.
To facilitate this final payment, Registrant
entered into a Security Purchase Agreement and Convertible Promissory note dated July 2, 2018, and funded on July 3, 2018 in the
net amount of $200,000. 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.
By retiring the last remaining note
held by a 3
rd
party, the Registrant and Eagle have successfully completed their debt consolidation. Eagle has
verbally committed to continue to fund Registrant operations, including the launch of Nightfood ice cream, the licensing
rollout of Half-Baked snacks, both THC-infused and other, and a development of a proprietary nutritional technology related
to the recreational marijuana market heretofore referred to as “Project X”.
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.
The Registrant successfully obtained the
rights to the United States Registered Trademark of “The Half-Baked Cookie Company”, Registration Number 4,424,408. This action
was taken in direct response to comments by the United States Patent & Trademark Office that the possibility existed for confusion
in the marketplace between snacks bearing the “Half-Baked” trademark for which MJ Munchies, Inc. had recently applied,
and the existing Half-Baked Cookie Company trademark.
The concern about possible confusion between
these two marks was the only reason given by the USPTO for not previously issuing the registration for “Half-Baked”.
Since the Registrant has now acquired the Trademark that was cited as one that might cause confusion in the marketplace, it is
expected that the final approval will be issued by the USPTO shortly.
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.
|
NIGHTFOOD HOLDINGS, INC.
|
|
|
July 5, 2018
|
By:
|
/s/ Sean Folkson
|
|
|
Sean Folkson
Chief Executive Officer
|
2
Nightfood (QB) (USOTC:NGTF)
Historical Stock Chart
From Aug 2024 to Sep 2024
Nightfood (QB) (USOTC:NGTF)
Historical Stock Chart
From Sep 2023 to Sep 2024