Current Report Filing (8-k)
October 08 2021 - 5:01PM
Edgar (US Regulatory)
0001593001
false
0001593001
2021-09-10
2021-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 10, 2021
NIGHTFOOD
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in 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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(I.R.S.
Employer
Identification
No.)
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520
White Plains Road – Suite 500
Tarrytown,
New York 10591
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (888) 888-6444
(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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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Not
applicable
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Not
applicable
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Not
applicable
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Item
1.01
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Entry
Into A Material Agreement.
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On
September 10, 2021, Nightfood Holdings, Inc. (the “Company”) closed on the sale of an additional 200 shares (the “Shares”)
of its Series B Preferred Stock (the “B Preferred”), to an accredited investor for gross proceeds of $200,000 in an offering
(the “Offering”) exempt from registration under Rule 506(b) under the Securities Act of 1933, as amended (the “Act”).
With the Shares, the Company has sold in the Offering an aggregate of 3,450 shares of B Preferred for aggregate gross proceeds of $3,450,000.
The purchase of the Shares was pursuant to a Subscription Agreement as between the Company and the investor (the “Subscription
Agreement”).
The
Company paid fees of $16,000 plus certain retainer and success warrants to Spencer Clarke, LLC (“SC”), its placement agent
in the Offering, pursuant to the terms of the Letter of Engagement between the Company and SC dated February 2, 2021 (the “Letter
of Engagement”). The Company received $184,000 of the proceeds from the sale of the Shares which will be used as working capital.
The
B Preferred consists of 5,000 authorized shares. Each share of B Preferred has a liquidation preference of $1,000 and has no voting rights
except as to matters pertaining to the rights and privileges of the B Preferred. Each share of B Preferred is convertible at the option
of the holder thereof into (i) 5,000 shares of the Company’s common stock (one share for each $0.20 of liquidation preference)
(the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants expiring April 16, 2026 (the “Warrants”).
The Warrants have an initial exercise price of $0.30 per share. The Certificate of Designation of the B Preferred filed on April 19,
2021 (the “Certificate”) provides that both the number of Conversion Shares and the Warrants adjust for stock splits, reorganizations
and the like and the Warrants provide for proportional adjustments in the event of certain dilutive issuances with certain issuances
excluded from any adjustment. The Certificate also provides that commencing June 30, 2021 and for so long as 2,000 shares of B Preferred
are outstanding, the holders of the B Preferred, voting as a class, shall be entitled to elect one member of the Company’s board
of directors.
The
foregoing is a brief description of the terms of the B Preferred, the Certificate, the Warrants, the Subscription Agreement and the Letter
of Engagement, and is qualified in its entirety by reference to the full text of the Certificate, the Warrants, the Subscription Agreement
and the Letter of Engagement, copies of which are included as Exhibits 3.1, 10.1, 10.2 and 10.4, respectively, to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2021, and which are incorporated herein by
reference.
Item
3.02
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Unregistered
Sales of Equity Securities
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The
information set forth in Item 1.01 is incorporated by reference into this Item 3.02.
Item
9.01
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Financial
Statements and Exhibits.
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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 thereunto duly authorized.
Date: October
8, 2021
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NIGHTFOOD
HOLDINGS, INC.
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By:
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/s/
Sean Folkson
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Name:
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Sean
Folkson
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Title:
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Chairman
and Chief Executive Officer
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2
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