Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported): April 19,
Nightfood Holdings, Inc.
Exact name of registrant as specified in its charter)
or other jurisdiction
White Plains Road – Suite 500, Tarrytown, New York
of principal executive offices)
Registrant’s telephone number, including area code
(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.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
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:
of each class
of each exchange on which registered
Holdings, Inc. Common Stock
Item 1.01 Entry into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
Item 3.03 Material Modifications of the Rights of Security
On April 19, 2021, the Registrant filed an Amended Certificate of
Designation (the “Designation”) for a series of preferred stock
Named Series B Preferred Stock (the “B Preferred”). The B Preferred
Consists of 5,000 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 Registrant’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 Designation
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 reader is referred to the exhibits to this report
for the full terms of the B Preferred and the Warrants. The
Designation 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 Registrant’s board of directors.
On April 19, 2021, the Registrant closed on the sale of 3,000
shares of B Preferred to 18 accredited investors for gross proceeds
of $3,000,000 in an offering (the “Offering”) exempt from
registration under Rule 506(b) under the Securities Act of 1933, as
amended (the “Act”). In addition, Eagle Equities, LLC (“Eagle”),
the sole holder of the Registrant’s variable rate convertible
promissory notes accepted as full settlement of approximately
$2,663,214 in principal and interest: (i) 1,500 shares B Preferred,
valued at $1,500,000 as a part of the offering; (ii) $1,3000,000 in
cash from the proceeds of the offering; and (iii) 1,200,000 shares
of the Registrant’s common stock. As part of this settlement, Eagle
waived all rights to any prepayment penalties due, any default
interest payments due, and any other penalties and fees relating to
the outstanding debt. As a result of this settlement, the
Registrant no longer has any variable rate convertible notes, or
any other convertible notes of any kind, outstanding.
In addition to the $1,300,000 paid to Eagle, the Registrant paid
fees of $270,000 plus certain retainer and success warrants to
Spencer Clarke, LLC (“SC”) its placement agent in the private
placement, pursuant to their Letter of Engagement. The Registrant
received $1,430,000 of the proceeds of the Offering which will be
used as working capital.
The Subscription Agreement in the Offering, which is an exhibit
hereto, provides that the Registrant will file a registration
statement on Form S-1 with respect to the Conversion Shares and the
shares issuable on exercise of the Warrants within 30 days of April
19, 2021 and will use its best efforts to cause the same to become
effective under the Act.
Certain of the above referenced documents are filed as exhibits
hereto and any description contained herein is qualified in its
entirety by the language of the exhibits.
Item 9.01 Financial Statements and Exhibits
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.
Chief Executive Officer