Current Report Filing (8-k)
February 07 2020 - 4:18PM
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): February 6, 2020
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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☐
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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 (§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. ☐
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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Nightfood Holdings,
Inc. Common Stock
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NGTF
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OTCQB
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Item
1.01 Entry Into a Material Definitive Agreement.
Registrant
entered into a Security Purchase Agreement and Convertible Promissory note dated February 6, 2020, and funded on February 6, 2020
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.
Eagle
has been providing similarly structured financing to registrant since September 8, 2017. The majority of these funds will go towards
operating and distribution expenses, and marketing and brand awareness to support the national roll-out of Nightfood Ice Cream.
The
forgoing is a summary of the note and securities purchase agreement and is qualified in its entirety by the note and security
purchase agreement, which 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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February 7, 2020
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By:
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/s/
Sean Folkson
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Sean Folkson
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Chief Executive Officer
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2
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